LLC Member Dissociation, Withdrawal, and Expulsion Requirements in Oregon

At a glance

Requirements one by one

Six months’ notice supplies the default withdrawal route

Under ORS 63.205(1), a member may withdraw at a time or event stated in the articles or operating agreement. The independent statutory route requires at least six months’ prior written notice to the LLC, but the articles or agreement may expressly eliminate, limit, or condition that power.

The section states no acceptance or public-filing condition. It also does not say that every permitted exit is liability-free: a document-breaching withdrawal supports damages caused by the breach and an offset against amounts otherwise payable. Unless the documents provide otherwise, withdrawal before the end of a definite term or particular undertaking is a breach.

Written provisions and judicial expulsion are separate

ORS 63.209(1)(a) recognizes expulsion under a written provision in the articles or operating agreement. Chapter 63 states no default majority, unanimous-other-member, complete-transfer, illegality, or no-cause expulsion vote.

Unless the governing writings say otherwise, any member may apply for judicial expulsion. The court must find either wrongful conduct that adversely and materially affects the LLC’s business or affairs, or a willful or persistent material governing-document breach or other duty breach that makes continued business with that member not reasonably practicable. The statute preserves damages and other remedies and permits an offset against amounts otherwise payable; this page does not decide whether facts prove a ground or damages.

The automatic list is short, but bankruptcy is broadly defined

Unless the articles or operating agreement provide otherwise, ORS 63.265 ends membership on death, adjudicated incompetency, bankruptcy, dissolution, withdrawal, expulsion, or assignment of the entire membership interest.

The defined bankruptcy branch is much broader than a voluntary bankruptcy filing. It includes an assignment for creditors, specified relief pleadings and admissions, consensual trustee/receiver/liquidator events, an involuntary case still pending after 120 days, and a nonconsensual appointment not vacated or stayed within 90 days, including the stated post-stay period.

Status and economics split at cessation

After cessation, the former interest holder ordinarily becomes an assignee. Under ORS 63.249(3), assignee status carries distributions and profit-and- loss allocations but not voting, management, or other member rights. The exit sections create no automatic buyout, redemption, fair-value payment, forfeiture, or payment deadline.

The only-member rule is important: if the departing person was the LLC’s only member, the holder of that former interest becomes a member simultaneously with cessation. Ending member status also does not necessarily end a separately held manager office; ORS 63.130(2)(c) gives that office its own removal and succession rule.

Liability, information, and dissolution remain separate

Cessation is not a universal release. ORS 63.249(5) preserves an assignor’s preassignment member liability and any fiduciary duties that may continue, and ORS 63.180 makes an enforceable contribution promise survive death, disability, or another inability to perform unless the governing documents provide otherwise. Withdrawal and expulsion provisions separately preserve damages and offsets.

The LLC must retain a list of present and past members and managers, but the general inspection right belongs to a current member. Chapter 63 creates no dedicated member-cessation filing; annual-report information may be updated. An LLC with no members dissolves under ORS 63.621(4), while the sole-member succession rule prevents a memberless instant when it applies.

What trips people up

• Six months is the notice floor, not a promise of a clean exit. Governing documents may bar or condition withdrawal, and a breach can produce damages and an offset.
• A written agreement can displace the court route. Oregon’s judicial expulsion default begins with “except as otherwise provided in writing.”
• Cessation does not itself cash out the interest. The ordinary result is assignee economics without member governance rights.
• The last-member rule avoids an automatic gap. The former interest holder becomes a member simultaneously when the departing person was the only member.

Common questions

May an Oregon LLC member leave without an agreement event?

Generally yes, on at least six months’ prior written notice to the LLC, unless the articles or operating agreement expressly deny, limit, or condition that power.

Can members expel someone by a default majority vote?

No such default vote appears in Chapter 63. Expulsion may follow a written governing provision, or a member may seek the statutory judicial remedy unless the governing writings provide otherwise.

Does withdrawal require a Secretary of State filing?

Chapter 63 states no dedicated withdrawal filing for an ordinary domestic LLC member. The company still must maintain its internal historical list and keep required annual-report information current.

Does the former member automatically receive fair value?

No. The cessation provisions ordinarily place the former interest in assignee status and state no automatic fair-value payment or deadline.

Statutes and sources

• ORS 63.001, 63.057, 63.130, and 63.951 — definitions, governing-document hierarchy, separate manager office, and Act name. Official 2025 Edition of Chapter 63 (accessed August 30, 2026).
• ORS 63.180, 63.205, and 63.209 — contribution liability, six-month withdrawal, breach consequences, and agreement or judicial expulsion. Official Chapter 63 (accessed August 30, 2026).
• ORS 63.235, 63.249, and 63.265 — distribution liability, assignee rights, continuing liability and duties, cessation events, and sole-member succession. Official Chapter 63 (accessed August 30, 2026).
• ORS 63.621, 63.771, and 63.787 — memberless dissolution, internal records, inspection, and annual-report updates. Official Chapter 63 (accessed August 30, 2026).