Legal Question in Business Law in Oregon

Re: LLC Closure

Oregon statutes provide a specific procedure for an LLC to handle its debts at time of dissolution. I have provided the most relevant statutes below. If your LLC did not follow those procedures, then creditors of the LLC can indeed come after you to the extent you received anything from the dissolution.

ORS 63.641 Known claims against dissolved limited liability company. (1) A dissolved limited liability company may dispose of the known claims against it by the procedure described in this section.

(2) The dissolved limited liability company shall notify its known claimants in writing of the dissolution at any time after the dissolution. The written notice must:

(a) Describe information that must be included in a claim;

(b) Provide a mailing address where a claim may be sent;

(c) State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved limited liability company must receive the claim; and

(d) State that the claim will be barred if not received by the deadline.

(3) A claim against the dissolved limited liability company is barred:

(a) If a claimant who is given written notice under subsection (2) of this section does not deliver the claim to the dissolved limited liability company by the deadline; or

(b) If a claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.

(4) For purposes of this section, �claim� does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. [1993 c.173 �56]

ORS 63.644 SIMILAR PROCESS FOR UNKNOWN CLAIMS; CANNOT REPRODUCE HERE BECAUSE OF 3000 CHARACTER LIMIT IN LAWGURU ANSWERS.

ORS 63.645 Enforcement of claims against dissolved limited liability company. A claim against a dissolved limited liability company that is not barred under ORS 63.641 or 63.644 may be enforced:

(1) Against the dissolved limited liability company to the extent of its undistributed assets; or

(2) If the assets have been distributed in liquidation, against each member of the dissolved limited liability company for the amount by which such member�s liquidation distributions would have been reduced if the claim had been paid by the limited liability company. A member�s total liability for all claims under this section may not exceed the total value of assets distributed to the member, as of the date or dates of distribution, less any liability of the limited liability company paid on behalf of the limited liability company by that member after the date of the distribution. [1993 c.173 �58]