Chapter 65 — Chapter 65
202 sections in this chapter.
ORS 65.001 Definitions. As used in this chapter
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(1)(a) “Anniversary” means, except as provided in paragraph (b) of this subsection, the day each year that is exactly one or more years after the date on which the Secretary of State files: (A) The articles of incorporation for a domestic corporation; or (B) An application for au…
ORS 65.004 Filing requirements. (1)(a) For the Secretary of State to file a document under this chapter, the document must
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(A) Satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section. (B) Be a type of document that this chapter or another law requires or permits a person to file with the Secreta…
ORS 65.007 Filing, service, copying and certification fees. The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 for copying any public record under this chapter, certifying the copy or certifying to other facts of record under this chapter. [1989 c.1010 §§5,5a; 1991 c.132 §5; 1999 c.652 §12]
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[Repealed or reserved.]
ORS 65.011 Effective time and date of document. (1) Except as provided in subsection (2) of this section and ORS 56.080, 65.014 and 65.275, a document accepted for filing after review is effective
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(a) On the date the Secretary of State files the document; and (b) At the time, if any, the document specifies as the document’s effective time or at 12:01 a.m. on that date if the document does not specify an effective time. (2) If a document specifies a delayed effective time a…
ORS 65.014 Correcting filed document. (1) A domestic corporation or foreign corporation may correct a document filed by the Secretary of State other than an annual report, if the document
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(a) Contains an incorrect statement; or (b) Was defectively executed, attested, sealed, verified or acknowledged. (2) Errors in annual reports may be corrected as provided in ORS 65.787. (3) A domestic corporation or foreign corporation seeking to correct a document shall deliver…
ORS 65.016 Forms; rules. Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed by this chapter. The Secretary of State may by rule require the use of the forms. [1989 c.1010 §4; 1995 c.215 §13]
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[Repealed or reserved.]
ORS 65.017 Filing duty of Secretary of State. (1) If a document delivered to the Secretary of State for filing satisfies the requirements of ORS 65.004, the Secretary of State shall file the document
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(2) The Secretary of State files a document by accepting, reviewing and entering the document into the Secretary of State’s files, indicating on the document the date of filing and that the Secretary of State has filed the document. The time of filing is 12:01 a.m. on the date of…
ORS 65.021 Appeal from Secretary of State’s refusal to file document. If the Secretary of State refuses to file a document delivered to the Secretary of State for filing, a domestic corporation or foreign corporation, in addition to any other legal remedy which may be available, has the right to appeal from such final order pursuant to the provisions of ORS 183.484. [1989 c.1010 §9; 2019 c.174 §11]
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[Repealed or reserved.]
ORS 65.024 Evidentiary effect of certified copy of filed document or secretary’s certificate. (1) A certificate bearing the Secretary of State’s signature, which may be in facsimile, and attached to a copy of a document is conclusive evidence that the original document or a facsimile thereof is on file with the Secretary of State
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(2) The following documents and certificates must be received in all courts, public offices and official bodies of this state as prima facie evidence of the facts stated in the documents or certificates, unless a greater evidentiary effect is provided in ORS 65.027 and 65.051 or …
ORS 65.027 Certificate of existence or authorization. (1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation
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(2) A certificate of existence or authorization, when issued, means that: (a) The domestic corporation’s corporate name or the foreign corporation’s corporate name is of active record in this state; (b) The domestic corporation is duly incorporated under the law of this state or …
ORS 65.031 Powers. The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter. [1989 c.1010 §13; 2019 c.174 §14]
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(Notice)
ORS 65.034 Notice. (1) Notice may be oral or written unless otherwise specified for a particular kind of notice
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(2) Notice may be communicated in person, by telephone, electronically or by mail or private carrier, including publication in a newsletter or similar document mailed to a member’s or director’s address. If personal notice is not possible, notice may be communicated by a newspape…
ORS 65.036 Private foundations. Except where otherwise determined by a court of competent jurisdiction, a corporation which is a private foundation as defined in section 509 of the Internal Revenue Code of 1986 shall
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(1) Distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under section 4942 of the Internal Revenue Code of 1986; (2) Not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code…
ORS 65.038 Judicial relief. (1)(a) If a corporation asserts that calling or conducting a meeting of the corporation’s members, delegates or directors or otherwise obtaining consent from the members, delegates or directors in accordance with the corporation’s articles of incorporation or bylaws or in accordance with this chapter is impractical or impossible, or if the corporation cannot identify the corporation’s members or directors, a director, an officer, a delegate, a member or the Attorney General may petition for an order to call or conduct a meeting or an order to identify the corporation’s members or directors. The director, officer, delegate, member or the Attorney General shall submit the petition to the circuit court for the county in this state that the corporation’s last filed annual report, the articles of incorporation or an application for authority to transact business in this state identifies as the location of the corporation’s principal office. If the annual report, the articles of incorporation or the application does not identify the county in which the principal office is located, the director, officer, delegate, member or the Attorney General may petition for an order from the circuit court of Marion County or Multnomah County
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(b) In an order under paragraph (a) of this subsection, the court may: (A) Direct the corporation to call a meeting and provide a written ballot or other form of obtaining the vote of members, delegates or directors in any manner that the court finds is fair and equitable under t…
ORS 65.040 Notice to Attorney General; effect of failure to notify. (1) The Attorney General must be given notice of the commencement of any proceeding that ORS 65.038, 65.084, 65.174, 65.207, 65.327, 65.661 or 65.751 or any other provision of this chapter authorizes the Attorney General to bring but that another person has commenced
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(2) Whenever any provision of this chapter requires that notice be given to the Attorney General before or after commencing a proceeding or permits the Attorney General to commence a proceeding: (a) If no proceeding has been commenced, the Attorney General may take appropriate ac…
ORS 65.042 Religious corporations; constitutional protections. If religious doctrine or practice governing the affairs of a religious corporation is inconsistent with the provisions of this chapter on the same subject, the religious doctrine or practice shall control to the extent required by the Constitution of the United States or the Constitution of this state, or both. [1989 c.1010 §19]
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INCORPORATION
ORS 65.044 Incorporators. One or more individuals 18 years of age or older, a domestic or foreign corporation, a partnership or an association may act as incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. [1989 c.1010 §20]
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[Repealed or reserved.]
ORS 65.047 Articles of incorporation. (1) Articles of incorporation formed in accordance with this chapter after October 3, 1989, must set forth
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(a) A corporate name for the corporation that satisfies the requirements of ORS 65.094; (b) One of the following statements or words of similar import: (A) This corporation is a public benefit corporation; (B) This corporation is a mutual benefit corporation; or (C) This corporat…
ORS 65.051 Incorporation. (1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are reviewed, accepted and filed by the Secretary of State
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(2) The Secretary of State’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation applicable at the time of incorporation except as provided in ORS 56.080 or in a proceeding by the state to cancel o…
ORS 65.054 Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation organized or subject to the authority of this chapter, knowing there was no incorporation under this chapter at the relevant time, may be held to be jointly and severally liable for all liabilities created while so acting if, under the circumstances, it is equitable to do so. [1989 c.1010 §23]
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[Repealed or reserved.]
ORS 65.057 Organization of corporation. (1) After incorporation
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(a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors, with notice as provided in ORS 65.344, to complete the organization of the corporation by appointing officer…
ORS 65.061 Bylaws. (1) The incorporators or board of directors of a corporation, whichever completes the organization of the corporation at the corporation’s organizational meeting, shall adopt initial bylaws for the corporation
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(2) The bylaws may contain any provision for managing and regulating the affairs of the corporation that is consistent with law and the articles of incorporation. (3) Except with respect to a corporation’s articles of incorporation, provisions in the bylaws control provisions in …
ORS 65.064 Emergency bylaws and powers. (1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt, amend or repeal bylaws to be effective only in an emergency as described in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including
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(a) Procedures for calling a meeting of the board of directors; (b) Quorum requirements for the meeting; and (c) Designation of additional or substitute directors. (2) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency.…
ORS 65.067 Corporation sole. (1) Except as provided in subsection (5) of this section, an individual may, in conformity with the constitution, canons, rules, regulations and disciplines of a church or religious denomination, form a corporation sole under this section. A corporation sole is a form of religious corporation and differs from other religious corporations organized under this chapter only in that the corporation sole does not have a board of directors, does not need to have officers and is managed by a single director who is the individual who constitutes the corporation and is the corporation sole’s incorporator or the successor of the incorporator
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(2) The name of the corporation sole is the same as the office within the church or religious denomination that the incorporator holds, followed by the words “and successors, a corporation sole.” (3) Except to the extent that a provision of this chapter is not applicable to a cor…
ORS 65.074 Purposes. (1) Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. A person may not incorporate a corporation under this chapter for any illegal purpose or with an intent to fraudulently conceal any business activity from another person or a governmental agency
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(2) A corporation that is subject to regulation under another statute of the state may not be incorporated under this chapter if the corporation must be organized under the other statute. [1989 c.1010 §28; 2019 c.174 §22]
ORS 65.077 General powers. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including, without limitation, power to
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(1) Sue and be sued, complain and defend in its corporate name. (2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing or reproducing it in any other manner. (3) Make and amend bylaws not inconsistent with its artic…
ORS 65.081 Emergency powers. (1) During an emergency defined in subsection (4) of this section, the board of directors or a corporation may
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(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; or (b) Relocate the principal office, designate alternative principal offices or regional offices or authorize the officers to do so. (2) During an emergency defined in subse…
ORS 65.084 Challenge of corporate authority; remedy. (1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act
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(2) A corporation’s power to act may be challenged: (a) In a proceeding by a member or members, a director or the Attorney General against the corporation to enjoin the act; (b) In a proceeding by the corporation, directly, derivatively or through a receiver, a trustee or other l…
ORS 65.094 Corporate name. (1) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by ORS 65.074 and the articles of incorporation
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(2) A corporate name may not contain the word “cooperative” or the phrase “limited partnership.” (3) A corporate name must be written in the alphabet used to write the English language but may include Arabic and Roman numerals and incidental punctuation. (4) Except as authorized …
ORS 65.097 Reserved name. (1) A person may apply to the Secretary of State to reserve a corporate name. The application must set forth the name and address of the applicant and the name proposed to be reserved
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(2) If the Secretary of State finds that the corporate name applied for conforms to ORS 65.094, the Secretary of State shall reserve the name for the applicant for a 120-day period, following which the applicant may reapply for the name on the same basis as other applicants. (3) …
ORS 65.101 Registered name. (1) A foreign corporation may apply to the Secretary of State to register the foreign corporation’s corporate name
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(2) The application must set forth the corporate name, the state or country of incorporation, the date of incorporation, a brief description of the nature of the activities in which the foreign corporation is engaged and a statement that the foreign corporation is not carrying on…
ORS 65.111 Registered office and registered agent. (1) Each corporation shall continuously maintain in this state both
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(a) A registered agent, who must be: (A) An individual who resides in this state; (B) A corporation, domestic business corporation, domestic limited liability company or domestic professional corporation with an office in this state; or (C) A foreign corporation, foreign business…
ORS 65.114 Change of registered office or registered agent. (1) A corporation may change the corporation’s registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth
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(a) The name of the corporation; (b) If the current registered office is to be changed, the address, including the street and number, of the new registered office; (c) If the current registered agent is to be changed, the name of the new registered agent and a statement that the …
ORS 65.117 Resignation of registered agent. (1) A registered agent may resign as registered agent upon delivering a signed statement to the Secretary of State and giving notice in the form of a copy of the statement to the corporation for filing. The statement may include a statement that the registered office is also discontinued
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(2) Upon delivery of the signed statement, the Secretary of State shall file the resignation statement. The copy of the statement given to the corporation under subsection (1) of this section must be addressed to the corporation at the corporation’s principal office as shown in t…
ORS 65.121 Service on the corporation. The provisions of ORS 60.121 shall apply to corporations organized under or subject to the provisions of this chapter. [1989 c.1010 §38; 1991 c.67 §12]
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MEMBERS AND MEMBERSHIPS (Admission of Members)
ORS 65.131 Admission. (1) Articles of incorporation or bylaws may establish criteria or procedures for admission of members
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(2) A person may not be admitted as a member without consent of the person, express or implied. (3) A corporation may not issue a document that entitles an unidentified individual or entity that possesses the document to membership in the corporation. [1989 c.1010 §39; 2019 c.174…
ORS 65.134 Consideration. Except as provided in the corporation’s articles of incorporation or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board of directors. [1989 c.1010 §40; 2019 c.174 §29]
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[Repealed or reserved.]
ORS 65.137 No requirement for members. A corporation does not need to have members and does not have members unless the corporation’s articles of incorporation state that the corporation has members. [1989 c.1010 §41; 2019 c.174 §30]
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(Members’ Rights and Obligations)
ORS 65.144 Rights and obligations of members. (1) Unless a corporation’s articles of incorporation or bylaws provide otherwise, members of the corporation have the same rights and obligations. The articles of incorporation or bylaws may establish classes of membership with different rights or obligations. Rights that members have, unless the corporation’s articles of incorporation or bylaws provide otherwise, include rights to
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(a) Elect directors, as provided in ORS 65.311; (b) Remove directors, as provided in ORS 65.324; (c) Vote on any change to the number of directors, including a change to a fixed number of directors, a change to a variable range in the number of possible directors or a change from…
ORS 65.147 Transfers. (1) Except as provided in ORS 65.231 pertaining to proxies or as set forth in or authorized by the articles of incorporation or bylaws, a member may not transfer a membership or any right arising from a membership
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(2) A member of a public benefit corporation or religious corporation may not transfer for value a membership or any right arising from a membership, unless the transferring member is a public benefit corporation or religious corporation. (3) If transfer rights have been provided…
ORS 65.151 Member’s liability to third parties. A member of a corporation is not personally liable for the acts, debts, liabilities or obligations of the corporation merely by reason of being a member. [1989 c.1010 §44]
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[Repealed or reserved.]
ORS 65.154 Member’s liability for dues, assessments and fees. A member may become liable to a corporation for dues, assessments or fees. A provision of the articles of incorporation or bylaws or a resolution the board of directors adopts to authorize or impose dues, assessments or fees does not, of itself, create liability to pay the obligation, but nonpayment may constitute grounds for expelling or suspending the member or suspending or terminating the membership without a hearing. [1989 c.1010 §45; 2019 c.174 §33]
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[Repealed or reserved.]
ORS 65.157 Creditor’s action against member. (1) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation arising from membership unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless obtaining such judgment and execution would be useless
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(2) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor’s proceeding brought under subsection (1) of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corpor…
ORS 65.164 Resignation. (1) A member may resign at any time
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(2) The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation. [1989 c.1010 §47]
ORS 65.167 Termination, expulsion or suspension. (1) A member of a public benefit corporation or mutual benefit corporation may not be expelled or suspended, and a membership or memberships in such corporations may not be terminated or suspended, except in accordance with a procedure that is fair and reasonable and is carried out in good faith
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(2) A procedure is fair and reasonable if the procedure takes account of all relevant facts and circumstances or if the articles of incorporation or bylaws set forth a procedure that: (a) Gives the member notice in accordance with ORS 65.034 not less than 15 days before the expul…
ORS 65.171 Acquiring memberships. (1) A public benefit corporation or religious corporation may not acquire for value any of the corporation’s memberships or any right arising from a membership, unless the member is a public benefit corporation or religious corporation
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(2) A mutual benefit corporation may acquire the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by the mutual benefit corporation’s articles of incorporation or bylaws. (3) An acquisiti…
ORS 65.174 Derivative suits. (1) A proceeding may be brought in the right of a domestic corporation or foreign corporation to procure a judgment in the corporation’s favor by
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(a) Any member or members having two percent or more of the voting power or by 20 members, whichever is less; (b) Any director; or (c) The Attorney General, if the domestic corporation or foreign corporation is a public benefit corporation or a religious corporation. (2) In a pro…
ORS 65.177 Delegates. (1) A corporation may provide in the corporation’s articles of incorporation or bylaws for delegates having some or all of the authority of members
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(2) The articles of incorporation or bylaws may set forth provisions relating to: (a) The characteristics, qualifications, rights, limitations and obligations of delegates, including the selection and removal of delegates; (b) Providing notice to and calling, holding and conducti…
ORS 65.201 Annual and regular meetings. (1) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws
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(2) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws. (3) An annual and regular membership meeting may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or at …
ORS 65.204 Special meeting. (1) A corporation with members shall hold a special meeting of members
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(a) At the call of the corporation’s board of directors or of the person or persons that the articles of incorporation or bylaws authorize to call the meeting; or (b) Except as provided in the articles of incorporation or bylaws, if the holders of at least five percent of the vot…