Chapter 65 — Chapter 65
202 sections in this chapter.
ORS 65.661 Grounds for judicial dissolution. (1) A circuit court may dissolve a corporation
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(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 corporation has exceeded or abused the authority con…
ORS 65.664 Procedure for judicial dissolution. (1) Venue for a proceeding by the Attorney General to dissolve a corporation lies in Marion County, in Multnomah County or in the county where a corporation’s principal office is located or, if the principal office is not in this state, where the corporation’s registered office is or was last located. A party named in ORS 65.661, other than the Attorney General, must bring a proceeding to dissolve a corporation in the county where the corporation’s principal office is located or, if the principal office is not in this state, in the county where the corporation’s registered office is or was last located
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(2) Directors or members are not necessary parties to a proceeding to dissolve a corporation unless relief is sought against a director or member individually. (3) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pen…
ORS 65.667 Receivership or custodianship. (1) A court, at the Attorney General’s request or in a judicial proceeding brought to dissolve a public benefit corporation or mutual benefit corporation, may appoint one or more receivers or custodians to manage the affairs of the corporation or to wind up and liquidate the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of the corporation’s property wherever located
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(2) The court may appoint as a receiver or custodian an individual, a domestic business corporation or foreign business corporation authorized to transact business in this state or a nonprofit corporation. The court may require the receiver or custodian to post bond, with or with…
ORS 65.671 Judgment of dissolution. (1) If after a hearing a court determines that one or more grounds for judicial dissolution described in ORS 65.661 exist, the court may enter a judgment dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the judgment to the Secretary of State for filing
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(2) After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the corporation’s affairs in accordance with ORS 65.637 and the notification of claimants in accordance with ORS 65.641 and 65.644. [1989 c.1010 §145; 2003 c.576 §329; 2019 c.…
ORS 65.674 Deposit with State Treasurer. Assets of a dissolved corporation that should be transferred to a creditor, claimant or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash unless they are subject to known trust restrictions and deposited with the State Treasurer as unclaimed property under ORS 98.352. However, in the discretion of the State Treasurer, property of unusual historic or aesthetic interest may be received and held in kind. The receiver or other liquidating agent shall prepare in duplicate and under oath a statement containing the names and last-known addresses of the persons entitled to such funds. One of the statements shall be filed with the State Treasurer and another shall be delivered to the Secretary of State for filing. [1989 c.1010 §146; 2019 c.678 §50; 2021 c.424 §27]
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FOREIGN CORPORATIONS (Authority to Transact Business)
ORS 65.701 Authority to transact business required. (1) A foreign corporation may not transact business in this state until it has been authorized to do so by the Secretary of State
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(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section: (a) Maintaining, defending or settling any proceeding. (b) Holding meetings of the board of directors or members or carrying on other activitie…
ORS 65.704 Consequences of transacting business without authority. (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
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(2) The successor to or assignee of a foreign corporation that transacted business in this state without authority to do so may not maintain a proceeding on its cause of action in any court in this state until the foreign corporation or its successor obtains authorization from th…
ORS 65.707 Application for authority to transact business. (1) A foreign corporation may apply for authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth
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(a) The name of the foreign corporation or, if the name the foreign corporation uses is unavailable for use in this state, a corporate name that satisfies the requirements of ORS 65.717; (b) The name of the state or country under whose law the foreign corporation is incorporated;…
ORS 65.711 Amendment to application for authority. (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 Secretary of State for filing if the foreign corporation changes
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(a) The foreign corporation’s corporate name as shown on the Secretary of State’s records; (b) The period of the foreign corporation’s duration; or (c) The foreign corporation’s designation under ORS 65.707 as a public benefit corporation, mutual benefit corporation or religious …
ORS 65.714 Effect of authority. (1) A foreign corporation authorized to transact business in this state has the same but no greater rights and enjoys 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 later imposed on, a domestic corporation of like character
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(2) The filing by the Secretary of State of an application or amendment to the application for authority to transact business shall constitute authorization to transact business in this state, subject to the right of the Secretary of State to revoke the authorization. (3) This ch…
ORS 65.717 Corporate name of foreign corporation. (1) Except as provided in subsection (2) of this section, the Secretary of State may not authorize a foreign corporation to transact business in this state unless the corporate name of the foreign corporation satisfies the requirements of ORS 65.094
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(2) If a corporate name, professional corporate name, business corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered corporate name or assumed business name of active record with the Secretary of State is not distinguishable on…
ORS 65.721 Registered office and registered agent of foreign corporation. Each foreign corporation authorized to transact business in this state shall continuously maintain in this state both
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(1) A registered agent, who shall 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 nonprofit corporation, forei…
ORS 65.724 Change of registered office or registered agent of foreign corporation. (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 sets forth
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(a) The name of the foreign corporation; (b) The address, including the street and number, of the new registered office, if the foreign corporation intends to change the current registered office; (c) The name of the new registered agent and a statement that the new agent has con…
ORS 65.727 Resignation of registered agent of foreign corporation. (1) The registered agent of a foreign corporation may resign as agent by delivering a signed statement of resignation to the Secretary of State and giving notice in the form of a copy of the statement to the foreign corporation for filing. The statement of resignation may include a statement that the registered office is also discontinued
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(2) Upon receipt of the signed statement in proper form, the Secretary of State shall file the resignation statement. The copy of the statement given to the foreign corporation under subsection (1) of this section must be addressed to the foreign corporation at the foreign corpor…
ORS 65.731 Service on foreign corporation. The provisions of ORS 60.731, relating to service on foreign corporations, shall apply to foreign nonprofit corporations, except that for the purpose of this section the reference therein to “this chapter” means ORS chapter 65. [1989 c.1010 §156]
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(Withdrawal)
ORS 65.734 Withdrawal of foreign corporation. (1) A foreign corporation authorized to transact business in this state may apply to the Secretary of State to withdraw from this state. The application must set forth
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(a) The name of the foreign corporation and the name of the state or country under whose law the foreign corporation is incorporated; (b) That the foreign corporation is not transacting business in this state and that the foreign corporation surrenders the foreign corporation’s a…
ORS 65.737 Grounds for administrative revocation. The Secretary of State may commence a proceeding under ORS 65.741 to revoke the authority of a foreign corporation to transact business in this state if
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(1) The foreign corporation does not deliver its annual report to the Secretary of State within the time prescribed by this chapter; (2) The foreign corporation does not pay within the time prescribed by this chapter any fees imposed by this chapter; (3) The foreign corporation h…
ORS 65.741 Procedure for and effect of administrative revocation. (1) If the Secretary of State determines that one or more grounds exist under ORS 65.737 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 that determination
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(2) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State, within 45 days after notice is given, that each ground for revocation determined by the Secretary of State does not exist, the Secre…
ORS 65.744 Appeal from administrative revocation. 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. Such revocation shall be reviewable pursuant to ORS 183.484 and shall not constitute a contested case order. [1989 c.1010 §160]
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[Repealed or reserved.]
ORS 65.747 Reinstatement following administrative revocation. (1) A foreign corporation which has had its authority revoked under ORS 65.737 may apply to the Secretary of State for reinstatement within five years from the date of revocation. The application shall
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(a) State the name of the corporation and the effective date its authority was revoked; and (b) State that the ground or grounds for revocation of authority either did not exist or have been eliminated. (2) If the Secretary of State determines that the application contains the in…
ORS 65.751 Grounds for judicial revocation. (1) A circuit court may revoke the authority of a foreign corporation to transact business in this state
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(a) In a proceeding by the Attorney General if the court finds that: (A) The foreign corporation obtained authority to transact business in this state with fraudulent intent, with fraudulent information or in a manner that otherwise indicates fraud; (B) The foreign corporation ha…
ORS 65.754 Procedure for judicial revocation of authority. (1) Venue for a proceeding by the Attorney General to revoke a foreign corporation’s authority lies in Marion County. Venue for a proceeding brought by any other person named in ORS 65.751 lies in the county where a corporation’s principal Oregon office is located or where its registered office is or was last located
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(2) It is not necessary to make directors or members parties to a proceeding to revoke the authority of a corporation. (3) A court in a proceeding brought to revoke a corporation’s authority may issue injunctions, appoint a receiver or custodian pendente lite with all powers and …
ORS 65.757 Judgment of revocation. (1) If after a hearing a court determines that one or more grounds for judicial revocation of authority described in ORS 65.751 exists, the court may enter a judgment revoking a foreign corporation’s authority to transact business in Oregon and specifying the effective date of the revocation. The clerk of the court shall deliver a certified copy of the judgment to the Secretary of State for filing
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(2) The authority of a foreign corporation to transact business in Oregon ceases as of the date of the judgment of revocation. (3) The judgment of revocation of a foreign corporation’s authority to transact business in this state appoints the Secretary of State the foreign corpor…
ORS 65.771 Corporate records. (1) A corporation shall keep as permanent records minutes of all meetings of the corporation’s members and board of directors, a record of all corporate action taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors in place of the board of directors on behalf of the corporation
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(2) A corporation shall maintain appropriate accounting records. (3) A corporation or the corporation’s agent shall maintain a record of the corporation’s members in a form that permits preparation of a list of the names and contact information of all members by class showing the…
ORS 65.774 Inspection of records by members. (1) Subject to subsection (5) of this section and ORS 65.777 (3), a member may inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in ORS 65.771 (5) if the member gives the corporation written notice of the member’s demand at least five business days before the date on which the member wishes to inspect and copy
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(2) Subject to subsection (5) of this section, a member may inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (3) of this section and give…
ORS 65.777 Scope of inspection right. (1) A member’s agent or attorney has the same inspection and copying rights as the member the agent or attorney represents
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(2) The right to copy records under ORS 65.774 includes, if reasonable, the right to receive copies made by photographic, xerographic or other means. (3) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided…
ORS 65.781 Court-ordered inspection; attorney fees. (1) If a corporation does not allow a member who complies with ORS 65.774 (1) to inspect and copy any records required by ORS 65.774 (1) to be available for inspection, the circuit court in the county where the corporation’s principal office, or, if none in this state, its registered office, is located may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the member
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(2) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with ORS 65.774 (2) and (3) may apply to the circuit court in the county where the corporation’s principal office, or, if none in this state, its re…
ORS 65.782 Limitations on use of membership list. Without consent of the board of directors, a membership list or any part of a membership list may not be obtained or used by any person for any purpose unrelated to a member’s interest as a member. Without limiting the generality of this section, without the consent of the board of directors, a membership list or any part of a membership list may not be
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(1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation; (2) Used for any commercial purpose; or (3) Sold or purchased by any person. [1989 c.1010 §168; 2019 c.174 §10…
ORS 65.784 Report to members and other persons of indemnification. If a corporation indemnifies or advances expenses to a director under ORS 65.391 to 65.401 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to
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(1) The members with or before the notice of the next meeting of members; and (2) Any person having the right to designate or appoint the director no later than 90 days after the first indemnification or advance. [1989 c.1010 §169; 1991 c.231 §13]
ORS 65.787 Annual report. (1) A domestic corporation, and a foreign corporation authorized to transact business in this state, shall by the corporation’s anniversary deliver to the Secretary of State for filing an annual report that sets forth
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(a) The name of the corporation and the state or country under whose law the corporation is incorporated; (b) The street address of the corporation’s registered office and the name of the corporation’s registered agent at the registered office in this state; (c) If the registered…
ORS 65.800 Definitions for ORS 65.803 to 65.815. For purposes of ORS 65.803 to 65.815
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(1) “Hospital” means a hospital as defined in ORS 442.015. (2) “Noncharitable entity” means any person or entity that is not a public benefit or religious corporation and is not wholly owned or controlled by one or more public benefit or religious corporations. [1997 c.291 §2; 20…
ORS 65.803 Hospitals operated by nonprofit corporation; transfer of assets; approval by Attorney General. (1) Any public benefit or religious corporation that operates a hospital must provide written notice to, and obtain the written approval of, the Attorney General before closing any transaction to do either of the following
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(a) Sell, transfer, lease, exchange, option, convey, merge or otherwise dispose of all or a significant portion of its hospital assets to a noncharitable entity or to an unrelated charitable entity. (b) Transfer control, responsibility or governance of a significant portion of th…
ORS 65.805 Notice to Attorney General; fee; trade secrets. (1) The notice to the Attorney General required by ORS 65.803 must be accompanied by any application fee imposed under ORS 65.813 (3) and must contain a detailed statement describing the proposed transaction along with any other information the Attorney General requires by rule
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(2)(a) Upon a showing satisfactory to the Attorney General by a party to the proposed transaction, any material required to be submitted to the Attorney General under subsection (1) of this section is a trade secret under ORS 192.345. The Attorney General shall classify the mater…
ORS 65.807 Public hearing; waiver; notice. (1) Before issuing a written decision under ORS 65.809, the Attorney General shall conduct a public hearing unless the Attorney General waives the requirement of a hearing. If a hearing is held, the Attorney General shall provide at least 14 days’ notice of the time and place of the hearing in one or more newspapers of general circulation in the affected community and to the governing body of the county in which the hospital is located
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(2) Before waiving a hearing under this section, the Attorney General must mail notice of the intended waiver of public hearing to all persons on the mailing list maintained by the Attorney General under ORS 65.803 (5). The Attorney General may not take further action on the requ…
ORS 65.809 Time for Attorney General decision; nature of decision; appeal. (1) Within 60 days after receipt of the notice required by ORS 65.803, the Attorney General shall notify the public benefit or religious corporation in writing of the Attorney General’s decision on the proposed transaction. The Attorney General may extend this period for an additional 45 days if the extension is necessary to obtain information as provided in ORS 65.813 (1). The period may be extended beyond 105 days only with the agreement of all parties to the transaction
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(2) The Attorney General may approve the transaction, give conditional approval to the transaction or decline to approve the transaction. If the Attorney General does not approve the proposed transaction, the Attorney General shall notify each party to the proposed transaction, i…
ORS 65.811 Disapproval of proposed transfer of assets. The Attorney General shall approve any proposed transaction subject to ORS 65.803 unless the Attorney General finds any of the following
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(1) The terms and conditions of the proposed transaction are not fair and reasonable to the public benefit or religious corporation. (2) The proposed transaction will result in inurement to any private person or entity. (3) The proposed transaction is not at fair market value. (4…
ORS 65.813 Consultants; cost; rules; fee. (1) Within the time periods specified in ORS 65.809, and for the purpose of evaluating the factors identified in ORS 65.811, the Attorney General may do any of the following
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(a) Contract with, consult with or receive advice from any state agency pursuant to those terms and conditions that the Attorney General considers appropriate. (b) In the Attorney General’s sole discretion, contract with, consult with or receive advice from consultants to assist …
ORS 65.815 Rules. The Attorney General may adopt such rules as are necessary to carry out the provisions of ORS 65.800 to 65.815. The Attorney General shall have the authority to ensure compliance with commitments that inure to the public interest. [1997 c.291 §9]
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[Repealed or reserved.]
ORS 65.855 [Formerly 61.755; renumbered 97.660 in 2011]
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[Repealed or reserved.]
ORS 65.860 [Formerly 61.760; 1995 c.144 §14; 1995 c.157 §23; 2001 c.796 §22; 2005 c.348 §124; 2007 c.661 §26; renumbered 97.665 in 2011]
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[Repealed or reserved.]
ORS 65.865 [Formerly 61.765; renumbered 97.670 in 2011]
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[Repealed or reserved.]
ORS 65.870 [Formerly 61.770; 2003 c.576 §331; renumbered 97.675 in 2011]
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[Repealed or reserved.]
ORS 65.875 [Formerly 61.775; 1999 c.731 §9; renumbered 97.680 in 2011]
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MISCELLANEOUS
ORS 65.951 Short title. This chapter shall be known and may be cited as the Oregon Nonprofit Corporation Act. [1989 c.1010 §1; 1999 c.59 §16]
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[Repealed or reserved.]
ORS 65.954 Reservation of power to amend or repeal. All or part of this chapter may be amended, repealed or modified at any time and all domestic and foreign corporations subject to this chapter are governed by the amendment, repeal or modification. [1989 c.1010 §2]
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[Repealed or reserved.]
ORS 65.957 Application to existing domestic corporations; exemptions. (1) This chapter applies to all domestic corporations in existence on October 3, 1989, that were incorporated under any general statute of this state providing for incorporation of nonprofit corporations if power to amend or repeal the statute under which the corporation was incorporated was reserved
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(2) Without limitation as to any other corporations that may be outside the scope of subsection (1) of this section, this chapter does not apply to the following: (a) The Oregon State Bar and the Oregon State Bar Professional Liability Fund created under ORS 9.005 to 9.757; (b) T…
ORS 65.959 Application to corporations relating to condominiums, planned communities or timeshare estates. For a corporation organized under this chapter and formed pursuant to ORS chapter 100 or subject to regulation under all or part of the provisions of ORS 94.550 to 94.783 or under ORS 94.803 and 94.807 to 94.945
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(1) A provision of this chapter that may be avoided by a corporation by a provision in the corporation’s articles of incorporation, bylaws or otherwise also may be avoided by a provision in the declaration, bylaws or other recorded governing document of a planned community or a c…
ORS 65.961 Application to qualified foreign corporations. A foreign corporation authorized to engage in activities in this state on October 3, 1989, is subject to this chapter but is not required to apply for new authority to engage in activities under this chapter. [1989 c.1010 §173]
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[Repealed or reserved.]
ORS 65.964 Saving provisions. (1) Except as provided in subsections (2), (3) and (4) of this section, the repeal of a statute by chapter 1010, Oregon Laws 1989, does not affect
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(a) The operation of the statute or any action taken under it before its repeal; (b) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal; (c) Any violation of the statute, or any penalty, forfeiture…
ORS 65.967 Severability. If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. [1989 c.1010 §175]
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PENALTIES