Title 7, Corporations and Partnerships

As used in this chapter: (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 …

(1)(a) For the Secretary of State to file a document under this chapter, the document must: (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 doc…

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 und…

(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: (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 e…

(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: (a) Contains an incorrect statement; or (b) Was defectively executed, attested, sealed, verified or acknowledged. (2) Errors in a…

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]

(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. (2) The Secretary of State files a document by accepting, reviewing and entering the document into the Secretary of State’s f…

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 provisio…

(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. (2) The following documents and certifica…

(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. (2) A certificate of existence or authorization, when issued, means that: (a) The domestic corporation’s co…

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] (Notice)

(1) Notice may be oral or written unless otherwise specified for a particular kind of notice. (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 di…

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: (1) Distribute such amounts for each taxable year at such time and in such manner as not to su…

(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 accorda…

(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. (2) Wheneve…

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 Cons…

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]

(1) Articles of incorporation formed in accordance with this chapter after October 3, 1989, must set forth: (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…

(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. (2) The Secretary of State’s filing of the articles of incorporation is conclusive proof that the incorp…

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 ac…

(1) After incorporation: (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 corporat…

(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. (2) The bylaws may contain any provision for managing and regulating …

(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 repea…

(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 religiou…

(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 i…

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 t…

(1) During an emergency defined in subsection (4) of this section, the board of directors or a corporation may: (a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; or (b) Relocate the principal office, designate alternative pr…

(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. (2) A corporation’s power to act may be challenged: (a) In a proceeding by a member or members, a dire…

(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. (2) A corporate name may not contain the word “cooperative” or the phrase “limited partners…

(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. (2) If the Secretary of State finds that the corporate name applied for conforms to ORS 65.094,…

(1) A foreign corporation may apply to the Secretary of State to register the foreign corporation’s corporate name. (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 ac…

(1) Each corporation shall continuously maintain in this state both: (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…

(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: (a) The name of the corporation; (b) If the current registered office is to be changed, the address, incl…

(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 disc…

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] MEMBERS AND MEMBERSHIPS (Admission of Members)

(1) Articles of incorporation or bylaws may establish criteria or procedures for admission of members. (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 individu…

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]

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] (Members’ Rights and Obligations)

(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…

(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. (2) A member of a public benefit corporation or religious corpora…

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]

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 obliga…

(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 i…

(1) A member may resign at any time. (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]

(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 o…

(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. (2) A mutual benefit corporation may acquir…

(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: (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…

(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. (2) The articles of incorporation or bylaws may set forth provisions relating to: (a) The characteristics, qualifications, rights, …

(1) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. (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…

(1) A corporation with members shall hold a special meeting of members: (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 inc…