Title 7, Corporations and Partnerships

(1) A corporation may elect to withhold payment required by ORS 60.577 from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters’ notice as the date of the first announcement to news media or to shareholders of the te…

(1) A dissenter may notify the corporation in writing of the dissenter’s own estimate of the fair value of the dissenter’s shares and amount of interest due, and demand payment of the dissenter’s estimate, less any payment under ORS 60.577 or reject the corporation’s offer under …

(1) If a demand for payment under ORS 60.587 remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand under ORS 60.587 and petition the court under subsection (2) of this section to determine the fair value of the shares and…

(1) The court in an appraisal proceeding commenced under ORS 60.591 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the cour…

(1) A majority of the incorporators or initial directors of a corporation that has not issued shares and has not commenced business may dissolve the corporation by delivering articles of dissolution to the office for filing. (2) Articles of dissolution shall set forth: (a) The na…

A corporation may be voluntarily dissolved by the written consent of all of its shareholders. [1987 c.52 §139]

(1) A corporation’s board of directors may propose dissolution for submission to the shareholders. (2) For a proposal to dissolve to be adopted: (a) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conf…

(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the office for filing articles of dissolution setting forth: (a) The name of the corporation; (b) The date dissolution was authorized; (c) If dissolution was approved by the shareholder…

(1) A corporation may revoke its dissolution within 120 days of its effective date. (2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization of dissolution permits revocation by action by the board of director…

(1) A dissolved corporation continues the corporation’s corporate existence but may not carry on any business except that appropriate to wind up and liquidate the corporation’s business and affairs, including: (a) Collecting the corporation’s assets; (b) Disposing of the corporat…

(1) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (2) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:…

(1) A dissolved corporation may publish notice of the corporation’s dissolution and request that persons with claims against the corporation present the claims in accordance with the notice. (2) The notice must: (a) Be published one time in a newspaper of general circulation in t…

A claim against a dissolved corporation that is not barred under ORS 60.641 or 60.644 may be enforced: (1) Against the dissolved corporation to the extent of the dissolved corporation’s undistributed assets, including, without limitation, any insurance assets held by or for the b…

The Secretary of State may commence a proceeding under ORS 60.651 to administratively dissolve a corporation if: (1) The corporation does not pay when due any fees imposed by this chapter; (2) The corporation does not deliver the corporation’s annual report to the Secretary of St…

(1) If the Secretary of State determines that one or more grounds exist under ORS 60.647 for dissolving a corporation, the Secretary of State shall give the corporation written notice of the determination. (2) If the corporation does not correct each ground for dissolution or dem…

(1) A corporation that the Secretary of State administratively dissolved under ORS 60.651 may apply to the Secretary of State for reinstatement within five years from the date of dissolution. The application must: (a) State the name of the corporation and the effective date of th…

(1) If the Secretary of State denies a corporation’s application for reinstatement following administrative dissolution, the Secretary of State shall give written notice to the corporation that explains the reason or reasons for denial. (2) The corporation may appeal the denial o…

(1) A circuit court may dissolve a corporation: (a) In a proceeding by the Attorney General if the court finds that: (A) The corporation filed articles of incorporation with fraudulent intent, with fraudulent information or in a manner that otherwise indicates fraud; (B) The corp…

(1) Venue for a proceeding by the Attorney General to dissolve a corporation lies in Marion County. Venue for a proceeding brought by any other party named in ORS 60.661 or 60.952 lies in the county where a corporation’s principal office is located or, if the principal office is …

(1) A court in a judicial proceeding brought to dissolve a corporation, or in a judicial proceeding for shareholder remedies described in ORS 60.952, may appoint one or more receivers to wind up and liquidate the business and affairs of the corporation or one or more custodians t…

(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in ORS 60.661 or 60.952 (2)(m) exist, it may enter a judgment dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deli…

Assets of a dissolved corporation that should be distributed to a creditor, claimant or shareholder of the corporation who cannot be found shall be reduced to cash and, within one year after the final distribution in such liquidation or winding up is payable, deposited with the S…

(1) A foreign corporation may not transact business in this state until it has been authorized to do so by the Secretary of State. (2) The following activities among others, do not constitute transacting business within the meaning of subsection (1) of this section: (a) Maintaini…

(1) A foreign corporation transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any court in this state until it obtains authorization from the Secretary of State to transact business in this state. (2) The successor…

(1) A foreign corporation may apply for authority to transact business in this state by delivering an application to the office of the Secretary of State for filing. The application must set forth: (a) The name of the foreign corporation or, if the name the foreign corporation us…

(1) A foreign corporation authorized to transact business in this state shall deliver an amendment to the application for authority to transact business in this state to the office for filing if it changes: (a) Its corporate name as shown on the records of the office; or (b) The …

(1) A foreign corporation authorized to transact business in this state has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties and liabilities now or…

(1) Except as provided in subsections (2) and (3) of this section, the Secretary of State shall not authorize a foreign corporation to transact business in this state if the corporate name of the corporation does not conform to ORS 60.094. (2) The name of the corporation must con…

Each foreign corporation authorized to transact business in this state must continuously maintain in this state: (1) A registered office that may be, but need not be, the same as any of its places of business; and (2) A registered agent who may be: (a) An individual who resides i…

(1) A foreign corporation authorized to transact business in this state may change the foreign corporation’s registered office or registered agent by delivering to the Secretary of State for filing a statement of change that: (a) Lists the name of the foreign corporation; (b) Spe…

(1) The registered agent of a foreign corporation may resign as agent upon delivering a signed statement to the office and giving notice in the form of a copy of the statement to the foreign corporation. The statement of resignation may include a statement that the registered off…

(1) The registered agent appointed by a foreign corporation authorized to transact business in this state shall be an agent of such corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served. (2) The Secretary …

(1) A foreign corporation authorized to transact business in this state may withdraw from transacting business in this state by applying to the office for withdrawal. The application shall set forth: (a) The name of the foreign corporation and the name of the state or country und…

The Secretary of State may commence a proceeding under ORS 60.741 to revoke the authority of a foreign corporation to transact business in this state if: (1) The foreign corporation does not deliver the corporation’s annual report to the Secretary of State within the time prescri…

(1) If the Secretary of State determines that one or more grounds exist under ORS 60.737 for revocation of authority of a foreign corporation to transact business in this state, the Secretary of State shall give the foreign corporation written notice of the determination. (2) If …

In addition to any other legal remedy which may be available, a foreign corporation shall have the right to appeal the Secretary of State’s revocation of its authority to transact business in this state pursuant to the provisions of ORS chapter 183. [1987 c.52 §168]

(1) A foreign corporation which has had its authority revoked under ORS 60.737 may apply to the Secretary of State for reinstatement within five years from the date of revocation. The application shall: (a) State the name of the corporation and the effective date its authority wa…

As used in ORS 60.750 to 60.770: (1) “Benefit company” means a corporation or a limited liability company that is incorporated, organized, formed or created under ORS 60.754. (2) “Benefit governor” means an individual who is designated as the benefit governor of a benefit company…

(1) Except as otherwise provided in ORS 60.750 to 60.770, ORS 60.750 to 60.770 apply to: (a) A corporation that states in the corporation’s articles of incorporation or articles of conversion that the corporation is subject to ORS 60.750 to 60.770; (b) A limited liability company…

(1)(a) Notwithstanding ORS 60.074 (2), a corporation incorporated under ORS chapter 60 is a benefit company under ORS 60.750 to 60.770 if the corporation’s articles of incorporation state that the corporation is a benefit company subject to ORS 60.750 to 60.770. (b) Notwithstandi…

(1) Except as provided in subsections (2) and (3) of this section, an approval of an action described in ORS 60.754 (2) to (6) is effective only if, in addition to any other applicable requirements, a majority of the interests that are entitled to vote on the action are voted to …

(1) In addition to any purpose set forth in or adopted in accordance with ORS 60.047 (2)(c)(A), 60.074, 63.047 or 63.074, a benefit company has the purpose of providing a general public benefit. (2)(a) The articles of incorporation or articles of organization for a benefit compan…

(1) A governor of a benefit company shall act in the best interests of the benefit company and shall discharge the governor’s duties as provided for a director of a corporation in ORS 60.357, or as provided for a member or manager of a limited liability company under ORS 63.155, …

(1)(a) A benefit company must have a board of governors and may designate at least one member of the board as a benefit governor. A benefit governor, in addition to the powers, duties, rights, privileges and immunities that other governors of the benefit company have, has the pow…

(1) A member that has management duties with respect to a benefit company, or an officer or a manager of a benefit company, shall act in the best interests of the benefit company and shall discharge the member’s, officer’s or manager’s duties as provided in ORS 60.374 and 60.377 …

(1) Except as provided in subsection (2) of this section, a person may not commence a proceeding against a benefit company, or against the governors, members, officers or managers of a benefit company, to assert a claim that the benefit company, governors, members, officers or ma…

(1) A benefit company each year shall prepare a benefit report. (2)(a) The benefit report shall give a narrative description of: (A) The extent to which the benefit company provided a general public benefit and the actions and methods the benefit company used to provide the gener…

The benefit company shall assess the extent to which the benefit company provides a general public benefit and any specific public benefit identified in the benefit company’s articles of incorporation or articles of organization against a third-party standard. [2013 c.269 §11] No…

(1) A corporation shall keep as permanent records minutes of all meetings of the corporation’s shareholders and board of directors, a record of all actions that the shareholders or board of directors takes without a meeting and a record of all actions that a committee of the boar…

(1) Subject to ORS 60.777 (3), a shareholder of a corporation may inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in ORS 60.771 (5) if the shareholder gives the corporation a signed written not…