Title 7, Corporations and Partnerships

(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 i…

(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 corp…

(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 certif…

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 …

(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) Maintain…

(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 Secretary of State for filing. The application must set forth: (a) The name of the foreign corporation or, if the name the foreign corporation uses is unavaila…

(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: (a) The foreign corporation’s corporate …

(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…

(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. (2) If a corporate name, prof…

Each foreign corporation authorized to transact business in this state shall continuously maintain in this state both: (1) A registered agent, who shall be: (a) An individual who resides in this state; (b) A corporation, domestic business corporation, domestic limited liability c…

(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: (a) The name of the foreign corporation; (b…

(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…

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] (Withdrawal)

(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: (a) The name of the foreign corporation and the name of the state or country under whose law the foreign corpor…

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: (1) The foreign corporation does not deliver its annual report to the Secretary of State within the time prescribed by this ch…

(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. (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. Such revocation shall be revie…

(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: (a) State the name of the corporation and the effective date its authority wa…

(1) A circuit court may revoke the authority of a foreign corporation to transact business in this state: (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,…

(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 re…

(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 th…

(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 dir…

(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…

(1) A member’s agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. (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) Th…

(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 regist…

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 …

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: (1) The members with or before the notice o…

(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: (a) The name of the corporation and the state or country unde…

For purposes of ORS 65.803 to 65.815: (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 reli…

(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: (a) Sell, transfer, lease, exchange, option, convey, mer…

(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. …

(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 …

(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 addit…

The Attorney General shall approve any proposed transaction subject to ORS 65.803 unless the Attorney General finds any of the following: (1) The terms and conditions of the proposed transaction are not fair and reasonable to the public benefit or religious corporation. (2) The p…

(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: (a) Contract with, consult with or receive advice from any state agency pursuant to those terms and condi…

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]

This chapter shall be known and may be cited as the Oregon Nonprofit Corporation Act. [1989 c.1010 §1; 1999 c.59 §16]

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]

(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 inco…

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: (1) A provision of this chapter that may be avoided by a corporatio…

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]

(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: (a) The operation of the statute or any action taken under it before its repeal; (b) Any ratification, right, remedy, privilege, obl…

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 applic…

(1) A person commits the crime of signing a false document for filing if the person: (a) Knows the document is false in any material respect; and (b) Signs the document with an intent that the document be delivered to the Secretary of State for filing under this chapter. (2) Sign…

(1) An officer, director, employee or agent of a shell entity is liable for damages to a person that suffers an ascertainable loss of money or property as a result of the officer, director, employee or agent: (a) Making, issuing, delivering or publishing, or participating in maki…