Protected and Registered Series LLC Formation Requirements in Oregon
At a glance
| Governing act and covered entity | ORS ch. 63, Limited Liability Companies; ordinary LLC organized under §§ 63.044, .047, .051. |
|---|---|
| Domestic series route | No domestic series route in current Chapter 63; § 63.044 provides ordinary LLC formation by articles. |
| Parent LLC authorization and notice | Ordinary articles state the LLC name (§ 63.047(1)(a)) and may include other lawful internal-affairs terms (§ 63.047(2)); operating agreement governs company affairs (§ 63.057); series notice N/A. |
| Who creates a series and when | N/A to domestic series; adult individuals or other entities execute and deliver ordinary articles; organizers need not be members (§ 63.044). |
| Series-level public filing | N/A to domestic series; ordinary articles are filed with Secretary of State, and LLC existence begins on filing unless delayed (§§ 63.044, .051(1)). |
| Series name | N/A to domestic series; ordinary articles state the LLC name (§ 63.047(1)(a)). |
| Records and associated assets | N/A to domestic series; § 63.047 addresses ordinary LLC articles, not series asset-association records. |
| Statutory asset segregation | N/A to domestic series; § 63.057 concerns regulation and management of ordinary LLC affairs. |
| Changes and termination | N/A to domestic series; § 63.047(2) permits other lawful internal-affairs terms in ordinary articles. |
| Outside scope and effect limits | This domestic-formation finding does not decide foreign-series recognition, tax, bankruptcy, contracts, or actual creditor recovery. |
Ordinary LLC procedure under current Chapter 63
Under ORS § 63.044, adult individuals or other entities execute and deliver articles of organization for filing to form an LLC; organizers need not become members. Under § 63.047(1)(a), the articles state its name, while § 63.047(2) permits other lawful internal-affairs provisions. Under § 63.051(1), the LLC's existence begins when articles are filed unless they specify a delayed effective date. Section 63.057 permits a written or oral operating agreement to govern LLC affairs within law and the articles.
The current official Chapter 63 contains no domestic protected-, registered-, or designated-series establishment procedure. Its formation and articles sections do not prescribe a series designation, series asset-association records, or a parent/series liability limitation.
What trips people up
Section 63.047(2) allows lawful internal-affairs terms in ordinary articles, and § 63.057 allows an operating agreement. Neither provision supplies a statutory domestic series route. Contractual terms and creditor remedies require separate analysis.
Common questions
Do ordinary articles create a protected series?
No. Section 63.044 forms the LLC through articles; current Chapter 63 adds no domestic series-level formation filing.
Does a delayed effective date establish a series later?
Section 63.051(1) concerns when the ordinary LLC exists. The current chapter has no separate domestic series establishment event.
Statutes and sources
- Oregon Revised Statutes, current Chapter 63, including §§ 63.044, .047, .051, and .057; official text accessed September 27, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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