ORS § 59.305 — OR Code / Title 7 / Chapter 59 / Section 59.305
59.305 Judicial review of orders
Status: in_force

(1) A person aggrieved by an order of the Director of the Department of Consumer and Business Services which has been the subject of a timely application for hearing before the director shall be entitled to judicial review of the order under ORS chapter 183.

(2) A judgment of a reviewing court under ORS chapter 183 may not bar the director from thereafter vacating or modifying an order involved in the proceeding for review, or entering any new order, for a proper cause which was not decided by the reviewing court. [1967 c.537 §27; 2003 c.576 §321]

Source: Section 59.305 — Judicial review of orders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.151 — OR Code / Title 7 / Chapter 60 / Section 60.151
60.151 Liability of shareholders
Status: in_force

(1) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.

(2) A shareholder of a corporation is not personally liable for the acts or debts of the corporation merely by reason of being a shareholder. [1987 c.52 §39]

Source: Section 60.151 — Liability of shareholders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.346 — OR Code / Title 7 / Chapter 67 / Section 67.346
67.346 Articles and plan of conversion
Status: in_force

(1) After the owners approve a conversion, the converting business entity shall:

(a) File articles of conversion that state the name and type of business entity that existed before conversion, the name and type of business entity that will exist after conversion and the names and addresses of at least two partners; and

(b) File a plan of conversion or, in lieu of a plan of conversion, a written declaration that:

(A) Identifies an address for an office of the converted entity where the plan of conversion is on file; and

(B) States that the converted entity will provide any owner with a copy of the plan of conversion upon request and at no cost.

(2) The conversion takes effect at the later of the date and time determined in accordance with ORS 67.017 (Effective time and date of document) or the date and time determined under the statutes that govern the business entity that is not a partnership. [1999 c.362 §44; 2001 c.315 §10; 2015 c.28 §8]

Source: Section 67.346 — Articles and plan of conversion , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 65.241 — OR Code / Title 7 / Chapter 65 / Section 65.241
65.241 Quorum requirements
Status: in_force

(1) Unless the articles of incorporation or bylaws provide for a higher quorum, votes represented at a meeting of members constitute a quorum.

(2) An amendment to the articles of incorporation or bylaws to decrease the quorum for any action of the members may be approved by the members or, unless prohibited by the articles of incorporation or bylaws, by the board of directors.

(3) An amendment to the articles of incorporation or bylaws to increase the quorum required for any action of the members must be approved by the members. [1989 c.1010 §62; 2019 c.174 §47]

Source: Section 65.241 — Quorum requirements , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.046 — OR Code / Title 7 / Chapter 67 / Section 67.046
67.046 Governing law
Status: in_force

(1) Except as otherwise provided in subsections (2) and (3) of this section, the relations among the partners and between the partners and the partnership and the liability of the partners for obligations of the partnership are governed by:

(a) The law of the state chosen by the partners to govern if that state bears a reasonable relation to the partners or to the partnership business and affairs; or

(b) If the partners do not choose a governing law under paragraph (a) of this subsection, the law of the state in which the partnership has its principal office from which the partnership conducts its business.

(2) With respect to a limited liability partnership, the law of this state governs the relations among the partners and between the partners and the partnership, and the liability of the partners for obligations of the limited liability partnership.

(3) With respect to a foreign limited liability partnership:

(a) The laws of the state or other jurisdiction under which a foreign limited liability partnership is formed governs the internal affairs of the partnership and the relations among the partners and between the partners and the partnership;

(b) Except as provided in paragraph (c) of this subsection, the liability of a partner of a foreign limited liability partnership for the obligations of the foreign limited liability partnership arising in this state shall be the same as the liability of a partner of a limited liability partnership under ORS 67.105 (Partner’s liability) for the obligations of the limited liability partnership; and

(c) The partners of a foreign limited liability partnership who are professionals who hold licenses to render professional service in this state and who practice more than incidentally in this state shall be personally liable in their capacity as partners to the same extent and in the same manner as provided for shareholders of a foreign professional corporation under ORS 58.185 (Liabilities of employees, shareholders and the corporation) and 58.187 (Revision of limitations on liability in ORS 58.185 to reflect inflation or deflation) and as otherwise provided in this chapter. [Formerly 67.025]

Source: Section 67.046 — Governing law , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 58.367 — OR Code / Title 7 / Chapter 58 / Section 58.367
58.367 Authority of regulatory board to establish rules affecting professional corporation
Status: in_force

Except as otherwise provided by law, the regulatory board applicable to each professional service rendered by a professional corporation may establish rules and regulations affecting the corporation and its officers, directors and shareholders that are in addition to the provisions of this chapter. [1997 c.774 §4]

Source: Section 58.367 — Authority of regulatory board to establish rules affecting professional corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 70.355 — OR Code / Title 7 / Chapter 70 / Section 70.355
70.355 Registration of foreign limited partnership
Status: in_force

(1) Before transacting business in this state, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit for filing to the office of Secretary of State an application for registration as a foreign limited partnership. The application must be signed by a general partner and must set forth the following:

(a) The name of the foreign limited partnership.

(b) The jurisdiction and the date of formation of the foreign limited partnership.

(c) The foreign limited partnership’s registry number in the state or country under whose law the foreign limited partnership is registered.

(d) The name and street address of the initial registered agent which the foreign limited partnership and all general partners of the foreign limited partnership are required to maintain in this state under ORS 70.025 (Registered agent) .

(e) A mailing address to which the Secretary of State may mail notices required by this chapter.

(f) The address of the office where the records listed in ORS 70.050 (Records required in office in state) are maintained together with an undertaking by the foreign limited partnership to keep these records until the foreign limited partnership’s registration in this state is canceled.

(g) The name and business address of each general partner.

(h) Any additional identifying information that the Secretary of State may require by rule.

(2) A person who signs the application for registration as a foreign limited partnership as an agent or fiduciary need not exhibit evidence of such authority as a prerequisite to filing.

(3) A general partner’s executing the application for registration as a foreign limited partnership constitutes an affirmation under the applicable penalties of false swearing or perjury that the facts stated in the application are true.

(4) Intentionally left blank —Ed.

(a) Except as provided in paragraph (b) of this subsection, the foreign limited partnership shall deliver with the completed application a certificate of existence or a similar document that is current within 60 days of the date of delivery. The certificate or document must be authenticated by the official having custody of limited partnership records in the state or country under whose law the partnership is organized.

(b) A foreign limited partnership need not submit a certificate of existence or document in accordance with paragraph (a) of this subsection if the official who has custody of limited partnership records in the state or country under whose law the limited partnership is registered provides free access via the Internet to a searchable database that contains evidence of limited partnership registrations. [1985 c.677 §50; 1987 c.543 §28; 1991 c.132 §9; 1995 c.215 §19; 1999 c.486 §16; 2011 c.147 §21]

Source: Section 70.355 — Registration of foreign limited partnership; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 67.225 — OR Code / Title 7 / Chapter 67 / Section 67.225
67.225 Partner’s power to dissociate
Status: in_force

(1) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to ORS 67.220 (Events causing partner’s dissociation) (1).

(2) A partner’s dissociation is wrongful only if:

(a) The dissociation is in breach of an express provision of the partnership agreement; or

(b) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:

(A) The partner withdraws by express will, unless the withdrawal follows within 90 days after another partner’s dissociation under ORS 67.220 (Events causing partner’s dissociation) (3) to (10) or wrongful dissociation under this subsection;

(B) The partner is expelled by judicial determination under ORS 67.220 (Events causing partner’s dissociation) (5);

(C) The partner is dissociated by becoming a debtor in bankruptcy; or

(D) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.

(3) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners. [1997 c.775 §28]

Source: Section 67.225 — Partner’s power to dissociate; wrongful dissociation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 67.140 — OR Code / Title 7 / Chapter 67 / Section 67.140
67.140 Partner’s rights and duties
Status: in_force

(1) Each partner is deemed to have an account that is:

(a) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s share of the partnership profits; and

(b) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner’s share of the partnership losses.

(2) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner’s share of the profits.

(3) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.

(4) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.

(5) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (3) or (4) of this section constitutes a loan to the partnership that accrues interest from the date of the payment or advance.

(6) Except as otherwise provided in subsection (5) of this section, a partner shall not receive interest on the amount of capital contributed to the partnership.

(7) Each partner has equal rights in the management and conduct of the partnership business.

(8) A partner may use or possess partnership property only on behalf of the partnership.

(9) A partner is not entitled to remuneration for services performed for the partnership except for reasonable compensation for services rendered in winding up the business of the partnership.

(10) A person may become a partner only with the consent of all the partners.

(11) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all the partners.

(12) A written partnership agreement may establish classes or groups of one or more partners having certain relative rights, powers and duties, including voting rights, and may provide for the future creation of additional classes or groups of one or more partners having certain relative rights, powers and duties, including voting rights. The rights, powers or duties of a class or group of partners may be senior to those of one or more existing classes or groups of partners.

(13) This section does not affect the obligations of a partnership to other persons under ORS 67.090 (Partner agent of partnership) . [1997 c.775 §17]

Source: Section 67.140 — Partner’s rights and duties , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 62.474 — OR Code / Title 7 / Chapter 62 / Section 62.474
62.474 Determination and authorization of indemnification
Status: in_force

(1) A cooperative may not indemnify a director under ORS 62.464 (Authority to indemnify director) unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in ORS 62.464 (Authority to indemnify director) .

(2) A determination that indemnification of a director is permissible shall be made:

(a) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;

(b) If a quorum cannot be obtained under paragraph (a) of this subsection, by a majority vote of a committee duly designated by the board of directors consisting solely of two or more directors not at the time parties to the proceeding. However, directors who are parties to the proceeding may participate in designation of the committee;

(c) By special legal counsel selected by the board of directors or its committee in the manner prescribed in paragraph (a) or (b) of this subsection or, if a quorum of the board of directors cannot be obtained under paragraph (a) of this subsection and a committee cannot be designated under paragraph (b) of this subsection, the special legal counsel shall be selected by majority vote of the full board of directors, including directors who are parties to the proceeding; or

(d) By the members.

(3) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (2)(c) of this section to select counsel. [1995 c.195 §20]

Source: Section 62.474 — Determination and authorization of indemnification , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.214 — OR Code / Title 7 / Chapter 60 / Section 60.214
60.214 Notice of meeting
Status: in_force

(1) A corporation shall notify shareholders of the date, time and place of each annual and special shareholders’ meeting not earlier than 60 days nor less than 10 days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.

(2) Unless required by this chapter or the articles of incorporation, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.

(3) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.

(4) If not otherwise fixed under ORS 60.207 (Court-ordered meeting) or 60.221 (Record date) , the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders’ meeting is the day before the first notice is mailed or otherwise transmitted for delivery to shareholders in accordance with ORS 60.034 (Notice) .

(5) Unless the bylaws require otherwise, if an annual or special shareholders’ meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under ORS 60.221 (Record date) , however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date. [1987 c.52 §53; 1989 c.1040 §16; 1991 c.883 §4; 2003 c.80 §6]

Source: Section 60.214 — Notice of meeting , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.054 — OR Code / Title 7 / Chapter 60 / Section 60.054
60.054 Liability for preincorporation transactions
Status: in_force

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation, are jointly and severally liable for all liabilities created while so acting. [1987 c.52 §18]

Source: Section 60.054 — Liability for preincorporation transactions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.307 — OR Code / Title 7 / Chapter 60 / Section 60.307
60.307 Number and election of directors
Status: in_force

(1) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. Notwithstanding ORS 60.001 (Definitions) (22), the estate of an incompetent individual or a deceased individual may not be a director.

(2) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.

(3) Directors are elected at the first annual shareholders’ meeting and at each annual meeting thereafter unless the directors’ terms are staggered under ORS 60.317 (Staggered terms for directors) . [1987 c.52 §70; 2003 c.80 §10; 2013 c.158 §22; 2013 c.274 §6; 2017 c.55 §11]

Source: Section 60.307 — Number and election of directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.335 — OR Code / Title 7 / Chapter 65 / Section 65.335
65.335 Compensation of directors
Status: in_force

Unless a corporation’s articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. [1989 c.1010 §81; 2019 c.174 §59]

Source: Section 65.335 — Compensation of directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.254 — OR Code / Title 7 / Chapter 65 / Section 65.254
65.254 Voting agreements
Status: in_force

(1) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to 10 years. For public benefit corporations such agreements must have a reasonable purpose not inconsistent with the corporation’s public or charitable purposes.

(2) A voting agreement created under this section is specifically enforceable. [1989 c.1010 §69]

Source: Section 65.254 — Voting agreements , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.644 — OR Code / Title 7 / Chapter 65 / Section 65.644
65.644 Unknown claims against dissolved corporation
Status: in_force

(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 dissolved corporation must publish the notice:

(a) At least one time in a newspaper of general circulation in the county where the dissolved corporation’s principal office is located, or if the principal office is not in this state, where the dissolved corporation’s registered office is or was last located; or

(b) On the dissolved corporation’s website or in another location where the dissolved corporation maintains an electronic presence, if the website or other location will remain accessible to the public for at least 30 days.

(3) A notice that a dissolved corporation publishes under subsection (2) of this section must:

(a) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

(b) State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.

(4) If the dissolved corporation publishes a notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the notice:

(a) A claimant who did not receive written notice under ORS 65.641 (Known claims against dissolved corporation) ;

(b) A claimant whose claim was sent in a timely manner to the dissolved corporation but not acted on; or

(c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

(5) A claim may be enforced under this section:

(a) Against the dissolved corporation, to the extent of the dissolved corporation’s undistributed assets; or

(b) Against any person, other than a creditor of the dissolved corporation, to whom the dissolved corporation distributed the dissolved corporation’s property in liquidation subject to the following:

(A) If the distributee received a pro rata share of a distribution, the distributee’s liability will not exceed the same pro rata share of the claim; and

(B) The distributee’s total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee, less any liability of the dissolved corporation paid on behalf of the dissolved corporation by that distributee after the date of distribution. [1989 c.1010 §137; 2019 c.174 §94]

Source: Section 65.644 — Unknown claims against dissolved corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.040 — OR Code / Title 7 / Chapter 62 / Section 62.040
62.040 Correcting filed document
Status: in_force

(1) A cooperative may correct a document filed by the Secretary of State, other than an annual report, if the document contains an incorrect statement or was defectively executed, attested, sealed, verified or acknowledged.

(2) A cooperative shall correct a document by delivering articles of correction to the Office of Secretary of State. The articles shall include the following:

(a) A description of the document, including its filing date, or a copy of the document.

(b) The incorrect statement and the reason it is incorrect, or a description of the manner in which the execution, attestation, seal, verification or acknowledgment is defective.

(c) A correction of the incorrect statement or defective execution, attestation, seal, verification or acknowledgment.

(3) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. [1987 c.94 §73]

Source: Section 62.040 — Correcting filed document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 70.535 — OR Code / Title 7 / Chapter 70 / Section 70.535
70.535 Articles and plan of merger
Status: in_force

(1) After each business entity that is a party to a merger has approved a plan of merger, the surviving business entity shall deliver to the Office of Secretary of State for filing:

(a) Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger;

(b) A plan of merger or, in lieu of a plan of merger, a written declaration that:

(A) Identifies an address for an office of the surviving entity where the plan of merger is on file; and

(B) States that the surviving entity will provide any owner of any constituent entity with a copy of the plan of merger upon request and at no cost; and

(c) A written declaration that states that any party that was a limited partnership approved the plan of merger in accordance with ORS 70.525 (Merger) and any party that was another business entity approved the plan of merger in accordance with the statutes that govern the other business entity.

(2) The merger takes effect on the latest of:

(a) The time and date on which the articles of merger are filed;

(b) The time and date on which all documents required to be filed by the statute that governs any party to the merger that is a business entity other than a limited partnership are filed; or

(c) Any later effective date specified in the articles of merger. [1999 c.362 §63; 2001 c.104 §22; 2015 c.28 §11]

Source: Section 70.535 — Articles and plan of merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 65.204 — OR Code / Title 7 / Chapter 65 / Section 65.204
65.204 Special meeting
Status: in_force

(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 incorporation or bylaws, if the holders of at least five percent of the voting power of any corporation sign, date and deliver to the corporation’s secretary one or more written demands for the meeting that describe the purpose or purposes for which the meeting is to be held.

(2) If not otherwise fixed under ORS 65.207 (Court-ordered meeting) or 65.221 (Record date) , the record date for members entitled to demand a special meeting is the date the first member signs the demand.

(3) If a notice for a special meeting demanded under subsection (1)(b) of this section is not given under ORS 65.214 (Notice of meeting) within 30 days after the date the written demand or demands are delivered to the corporation’s secretary, or if the date of the meeting is not set within 30 days after the date the notice is given, regardless of the requirements of subsection (4) of this section a person that signs the demand or demands may set the time and place of the meeting and give notice in accordance with ORS 65.214 (Notice of meeting) .

(4) A special meeting of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or at a place the board of directors specifies, provided that the board’s specification is consistent with the bylaws. If the board of directors does not determine that the special meeting will occur solely by means of remote communication and a place for the special meeting is not stated in or otherwise fixed in accordance with the bylaws, the special meeting must be held at the corporation’s principal office.

(5) Only matters within the purpose or purposes described in the meeting notice required by ORS 65.214 (Notice of meeting) may be conducted at a special meeting of members. [1989 c.1010 §53; 2013 c.274 §9; 2019 c.174 §38]

Source: Section 65.204 — Special meeting , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.651 — OR Code / Title 7 / Chapter 60 / Section 60.651
60.651 Procedure
Status: in_force

(1) If the Secretary of State determines that one or more grounds exist under ORS 60.647 (Grounds for administrative dissolution) 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 demonstrate to the reasonable satisfaction of the Secretary of State, within 45 days after notice is given, that each of the grounds that the Secretary of State has determined to be a ground for the dissolution does not exist, the Secretary of State shall dissolve the corporation.

(3) A corporation administratively dissolved continues the corporation’s corporate existence but may not carry on any activities except activities that are necessary or appropriate to wind up and liquidate the corporation’s business and affairs under ORS 60.637 (Effect of dissolution) , and notify claimants under ORS 60.641 (Known claims against dissolved corporation) and 60.644 (Unknown claims against dissolved corporation) .

(4) The administrative dissolution of a corporation does not terminate the authority of the corporation’s registered agent. [1987 c.52 §147; 1987 c.579 §6; 1993 c.190 §2; 2013 c.159 §3]

Source: Section 60.651 — Procedure; effect of administrative dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 58.450 — OR Code / Title 7 / Chapter 58 / Section 58.450
58.450 Filing duty of Secretary of State
Status: in_force

(1) If a document delivered to the Office of Secretary of State for filing satisfies the requirements of ORS 58.400 (Filing requirements) , the Secretary of State shall file it.

(2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, except as provided in ORS 58.225 (Annual reports) , 60.114 (Change of registered office or registered agent) , 60.117 (Resignation of registered agent) , 60.724 (Change of registered office or registered agent of foreign corporation) and 60.727 (Resignation of registered agent of foreign corporation) , the Secretary of State shall return an acknowledgment of filing to the professional corporation or its representative.

(3) If the Secretary of State refuses to file a document, the Secretary of State shall return it to the professional corporation or its representative within 10 business days after the document was delivered together with a brief written explanation of the reason for the refusal.

(4) The Secretary of State’s duty to file documents under this section is ministerial and is limited in scope of review as set out by rule of the Secretary of State. The Secretary of State is not required to verify or inquire into the legality or truth of any matter included in any document delivered to the Office of Secretary of State for filing. The Secretary of State’s filing or refusing to file a document does not:

(a) Affect the validity or invalidity of the document in whole or part; or

(b) Relate to the correctness or incorrectness of information contained in the document.

(5) The Secretary of State’s refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect. [1987 c.94 §9; 1999 c.486 §4]

Source: Section 58.450 — Filing duty of Secretary of State; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 58.196 — OR Code / Title 7 / Chapter 58 / Section 58.196
58.196 Limits on merger
Status: in_force

(1) A domestic professional corporation may merge with one or more domestic professional corporations if the professional corporations are organized to render the same professional service or services.

(2) Foreign professional corporations and domestic professional corporations that are organized to render the same professional service or services may merge unless the mergers are prohibited by the regulatory boards having jurisdiction of the professional corporations in their respective states of incorporation.

(3) A domestic professional corporation may merge with one or more domestic professional corporations which are organized to render different professional service or services only if the mergers are expressly authorized by the applicable regulatory boards.

(4) Foreign professional corporations and domestic professional corporations which are organized to render different professional service or services may merge only if the mergers are expressly authorized by the regulatory boards having jurisdiction of the corporations in their respective states of incorporation. [1993 c.235 §33]

Source: Section 58.196 — Limits on merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 60.484 — OR Code / Title 7 / Chapter 60 / Section 60.484
60.484 Share exchange
Status: in_force

(1) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts a plan of exchange and, if required by ORS 60.487 (Action on plan of merger or share exchange) , the shareholders of each corporation approve the exchange.

(2) The plan of exchange must set forth:

(a) The name of the corporation whose shares will be acquired and the name of the acquiring corporation;

(b) A summary of the material terms and conditions of the exchange; and

(c) The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or for other property in full or part.

(3) The plan of exchange may set forth other provisions relating to the exchange.

(4) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise. [1987 c.52 §116; 1989 c.171 §7; 1989 c.1040 §27; 2003 c.80 §17]

Source: Section 60.484 — Share exchange , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.961 — OR Code / Title 7 / Chapter 60 / Section 60.961
60.961 Application to qualified foreign corporations
Status: in_force

A foreign corporation authorized to transact business in this state on June 15, 1987, is subject to this chapter but is not required to apply for new authority to transact business under this chapter. [1987 c.52 §177]

Source: Section 60.961 — Application to qualified foreign corporations , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.621 — OR Code / Title 7 / Chapter 65 / Section 65.621
65.621 Dissolution by incorporators
Status: in_force

(1) A majority of the incorporators of a corporation that has no members and that does not yet have initial directors may, subject to any approval required by the corporation’s articles of incorporation or bylaws, dissolve the corporation by delivering articles of dissolution to the Secretary of State for filing.

(2) The corporation shall give the incorporators notice equivalent to that specified in ORS 65.344 (Call and notice of meetings) (2), of any meeting at which dissolution will be considered. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation.

(3) The incorporators in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. [1989 c.1010 §130; 2019 c.174 §88]

Source: Section 65.621 — Dissolution by incorporators , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.494 — OR Code / Title 7 / Chapter 63 / Section 63.494
63.494 Articles and plan of merger
Status: in_force

(1) After each business entity that is a party to a merger approves a plan of merger, the surviving business entity shall deliver to the office of the Secretary of State for filing:

(a) Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger;

(b) A plan of merger or, in lieu of a plan of merger, a written declaration that:

(A) Identifies an address for an office of the surviving entity where the plan of merger is on file; and

(B) States that the surviving entity will provide any owner, member or shareholder of any constituent entity with a copy of the plan of merger upon request and at no cost; and

(c) A written declaration that states that each business entity that is a party to the merger duly authorized and approved the plan of merger in accordance with ORS 63.487 (Action on plan of merger) .

(2) The merger takes effect on the later of the date and time determined in accordance with ORS 63.011 (Effective time and date of document) or the date and time determined under the statutes that govern any party to the merger that is a business entity other than a limited liability company. [1993 c.173 §92; 1999 c.362 §38; 2015 c.28 §4]

Source: Section 63.494 — Articles and plan of merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 62.315 — OR Code / Title 7 / Chapter 62 / Section 62.315
62.315 Waiver of notice
Status: in_force

Whenever any notice is required to be given to any member or director of a cooperative under the provisions of this chapter or under the provisions of the articles or bylaws of a cooperative, a waiver thereof in writing signed by the person or persons entitled to the notice, whether before or after the time stated therein, is equivalent to the giving of the notice. [1957 c.716 §29]

Source: Section 62.315 — Waiver of notice , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 56.204 — OR Code / Title 7 / Chapter 56 / Section 56.204
56.204 Response to requests for assistance
Status: in_force

(1) In performing its duties under ORS 56.203 (Office of Small Business Assistance) (2)(e), the Office of Small Business Assistance shall:

(a) Within 30 days after a request for assistance from a small business or local government, notify the requester of whether the office will work with the requester.

(b) Upon inquiry, inform the requester of the status of the office’s work.

(c) Notify the requester upon completing its work.

(2) In performing its duties under ORS 56.203 (Office of Small Business Assistance) (2)(f), the office may compile statistical data or compile reports regarding requests for assistance or other communications that the office receives from small businesses or local governments. [2016 c.25 §4]

Source: Section 56.204 — Response to requests for assistance; data compilations , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 60.461 — OR Code / Title 7 / Chapter 60 / Section 60.461
60.461 Amendment or repeal by board of directors or shareholders
Status: repealed

(1) A corporation’s board of directors may amend or repeal the corporation’s bylaws unless:

(a) The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or in part; or

(b) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.

(2) A corporation’s shareholders may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by its board of directors. [1987 c.52 §112]

Source: Section 60.461 — Amendment or repeal by board of directors or shareholders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.027 — OR Code / Title 7 / Chapter 67 / Section 67.027
67.027 Evidentiary effect of copy of filed document
Status: in_force

(1) A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State’s signature, which may be in facsimile, is conclusive evidence that the document or a facsimile thereof is on file with the office of the Secretary of State.

(2) The provisions of ORS 56.110 (Evidentiary effect of certificates and other documents issued by Secretary of State) shall apply to all documents filed pursuant to this chapter. [Formerly 67.545]

Source: Section 67.027 — Evidentiary effect of copy of filed document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 59.575 — OR Code / Title 7 / Chapter 59 / Section 59.575
59.575 Nontestamentary transfer on death
Status: in_force

(1) A transfer on death resulting from a registration in beneficiary form is effective by reason of the contract regarding the registration between the owner and the registering entity and ORS 59.535 (Definitions for ORS 59.535 to 59.585) to 59.585 (Short title) , and is not testamentary.

(2) ORS 59.535 (Definitions for ORS 59.535 to 59.585) to 59.585 (Short title) do not limit the rights of creditors of security owners against beneficiaries and other transferees under other laws of this state. [1991 c.306 §9]

Source: Section 59.575 — Nontestamentary transfer on death , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 63.007 — OR Code / Title 7 / Chapter 63 / Section 63.007
63.007 Filing, service, copying and certification fees
Status: in_force

The Secretary of State shall collect the fees described in ORS 56.140 (Fees) 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 (Fees) for copying any public record under this chapter, certifying the copy or certifying to other facts of record under this chapter. [1993 c.173 §4; 1995 c.93 §2; 1999 c.362 §§29,29a]

Source: Section 63.007 — Filing, service, copying and certification fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.437 — OR Code / Title 7 / Chapter 60 / Section 60.437
60.437 Amendment by board of directors and shareholders
Status: in_force

(1) A corporation’s board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders.

(2) For the amendment to be adopted, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting, and the shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (5) of this section.

(3) The board of directors may condition its submission of the proposed amendment on any basis.

(4) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with ORS 60.214 (Notice of meeting) . The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

(5) Unless this chapter, the articles of incorporation or the board of directors acting pursuant to subsection (3) of this section require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:

(a) A majority of the votes entitled to be cast on the amendment by any voting group with which the amendment would create dissenters’ rights; and

(b) The votes required by ORS 60.241 (Quorum and voting requirements for voting groups) and 60.244 (Action by single and multiple voting groups) by every other voting group entitled to vote on the amendment. [1987 c.52 §105; 1989 c.1040 §24]

Source: Section 60.437 — Amendment by board of directors and shareholders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.017 — OR Code / Title 7 / Chapter 67 / Section 67.017
67.017 Effective time and date of document
Status: in_force

(1) Except as provided in subsection (2) of this section, a document accepted for filing is effective on the date it is filed by the Secretary of State and at the time, if any, specified in the document as its effective time or at 12:01 a.m. on that date if no effective time is specified.

(2) If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date but no time, the document becomes effective at 12:01 a.m. on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed. [Formerly 67.530]

Source: Section 67.017 — Effective time and date of document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.016 — OR Code / Title 7 / Chapter 60 / Section 60.016
60.016 Forms
Status: in_force

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. [1987 c.52 §5; 1995 c.215 §6]

Source: Section 60.016 — Forms; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 70.365 — OR Code / Title 7 / Chapter 70 / Section 70.365
70.365 Name requirements
Status: in_force

The Secretary of State shall not register a foreign limited partnership whose name does not meet the requirements of ORS 70.010 (Name of limited partnership) (1)(c) unless the foreign limited partnership states its name on its application as (name of limited partnership), a limited partnership of (place of registration), which shall be the “real and true name” of the limited partnership. [1985 c.677 §52; 1987 c.543 §30]

Source: Section 70.365 — Name requirements , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.101 — OR Code / Title 7 / Chapter 60 / Section 60.101
60.101 Registered name
Status: in_force

(1) A foreign corporation may apply to the office to register its corporate name.

(2) The application must set forth the corporate name, the state or country of its incorporation, the date of its incorporation and a brief description of the nature of the business in which it is engaged and a statement that it is not carrying on or doing business in the State of Oregon. The application must be accompanied by a certificate of existence or a document of similar import current within 60 days of delivery, duly authenticated by the official having custody of corporate records in the state or country under whose law it is incorporated.

(3) If the Secretary of State finds that the name conforms to ORS 60.094 (Corporate name) the Secretary of State shall register the name effective for one year. [1987 c.52 §28]

Source: Section 60.101 — Registered name , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.701 — OR Code / Title 7 / Chapter 65 / Section 65.701
65.701 Authority to transact business required
Status: in_force

(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) Maintaining, defending or settling any proceeding.

(b) Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs.

(c) Maintaining bank accounts.

(d) Maintaining offices or agencies for the transfer, exchange and registration of the corporation’s own memberships or securities or maintaining trustees or depositaries with respect to those securities.

(e) Selling through independent contractors.

(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.

(g) Creating or acquiring indebtedness, mortgages and security interests in real or personal property.

(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.

(i) Owning, without more, real or personal property.

(j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.

(k) Transacting business in interstate commerce.

(L) Soliciting funds.

(3) The list of activities in subsection (2) of this section is not exhaustive. [1989 c.1010 §147]

Source: Section 65.701 — Authority to transact business required , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.637 — OR Code / Title 7 / Chapter 63 / Section 63.637
63.637 Effect of dissolution
Status: in_force

(1) A dissolved limited liability company continues its existence, but may not carry on any business except that which is appropriate to wind up and liquidate its business and affairs, including the actions specified in ORS 60.637 (Effect of dissolution) for a dissolved corporation. The limitation on personal liability otherwise provided in this chapter for members and managers shall continue following dissolution for actions appropriate to the winding up and liquidation.

(2) Dissolution of a limited liability company does not:

(a) Transfer title to the limited liability company’s property;

(b) Subject its members, managers or employees to standards of conduct different from those prescribed in this chapter;

(c) Prevent commencement of a proceeding by or against the limited liability company in its limited liability company name;

(d) Abate or suspend a proceeding by or against the limited liability company on the effective date of the dissolution; or

(e) Terminate the authority of the registered agent of the limited liability company.

(3) Except as otherwise provided in the articles of organization or any operating agreement, the manager or managers or, if the articles of organization do not provide for managers, the members who have not wrongfully dissolved a limited liability company may wind up the limited liability company’s affairs. However, the circuit court, upon cause shown, may wind up the limited liability company’s affairs upon application of any member or the member’s legal representative or assignee. [1993 c.173 §55; 1995 c.93 §21]

Source: Section 63.637 — Effect of dissolution; winding up , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 56.023 — OR Code / Title 7 / Chapter 56 / Section 56.023
56.023 Approval of name of entity by Director of Department of Consumer and Business Services required in certain business registry filings
Status: in_force

(1) If a person seeks to make a business registry filing of a name with the Secretary of State under ORS chapter 58, 60, 62, 63, 65, 67, 70, 554 or 648 or ORS 128.560 (“Business trust” described) to 128.600 (Filing, service, copying and certification fees) that contains the word or words “banc,” “bancorp,” “bank,” “banker,” “banking,” “savings,” “safe deposit,” “trust,” “trustee,” “building and loan” or their equivalents in a language other than English, or a similar word or words in English or an equivalent in a language other than English, implying a business primarily engaged in the lending of money, underwriting or sale of financial products, acting as a depository institution, acting as a financial planner, financial adviser or acting as a loan broker, the Secretary of State may not accept the name for filing without first receiving specific written approval from the Director of the Department of Consumer and Business Services under the provisions of ORS 705.635 (Certificate of approval of certain business registry names filed under ORS 56.023) .

(2) The provisions of subsection (1) of this section do not apply if the Secretary of State is satisfied that the name at issue is in a context clearly not purporting to refer to a banking or other financial activity or not likely to mislead the public about the nature of the business or lead to a pattern and practice of abuse that might cause harm to the interests of the public or the State of Oregon as determined by the Secretary of State. [2001 c.315 §42]

Source: Section 56.023 — Approval of name of entity by Director of Department of Consumer and Business Services required in certain business registry filings; exception , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 70.350 — OR Code / Title 7 / Chapter 70 / Section 70.350
70.350 Law applicable to foreign limited partnership
Status: in_force

(1) The laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners.

(2) A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state. [1985 c.677 §49]

Source: Section 70.350 — Law applicable to foreign limited partnership , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 65.731 — OR Code / Title 7 / Chapter 65 / Section 65.731
65.731 Service on foreign corporation
Status: in_force

The provisions of ORS 60.731 (Service on foreign corporation) , 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]

Source: Section 65.731 — Service on foreign corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.447 — OR Code / Title 7 / Chapter 60 / Section 60.447
60.447 Articles of amendment
Status: in_force

(1) A corporation amending its articles of incorporation shall deliver articles of amendment to the office for filing.

(2) Articles of amendment shall contain:

(a) The name of the corporation;

(b) The text of each amendment adopted;

(c) If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;

(d) The date of each amendment’s adoption;

(e) If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and a statement that shareholder action was not required; and

(f) If an amendment was approved by the shareholders:

(A) The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment; and

(B) The total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment. [1987 c.52 §108]

Source: Section 60.447 — Articles of amendment , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.607 — OR Code / Title 7 / Chapter 62 / Section 62.607
62.607 Conversion
Status: in_force

(1) Intentionally left blank —Ed.

(a) A business entity may be converted to a cooperative organized under this chapter.

(b) A cooperative organized under this chapter may be converted to another business entity organized under the laws of this state if the statutes that govern the other business entity permit the conversion.

(c) A business entity may perform a conversion described in paragraph (a) or (b) of this subsection by approving a plan of conversion and filing articles of conversion.

(2) A cooperative organized under this chapter may be converted to a business entity organized under the laws of another jurisdiction if:

(a) The laws of the other jurisdiction permit the conversion;

(b) The converting cooperative approves a plan of conversion;

(c) Articles of conversion are filed in this state;

(d) Intentionally left blank —Ed.

(A) The converted business entity submits an application for filing to the Secretary of State to transact business as a foreign business entity of the type into which the business entity converted unless the converted business entity does not intend to continue to transact business in this state; and

(B) The converted business entity meets all other requirements the laws of this state prescribe for authorization to transact business as a foreign business entity of the type into which the business entity converted; and

(e) The cooperative complies with all requirements that the laws of the other jurisdiction impose with respect to the conversion.

(3) The plan of conversion must set forth:

(a) The name and type of the business entity prior to conversion;

(b) The name and type of the business entity after conversion;

(c) A summary of the material terms and conditions of the conversion;

(d) The manner and basis of converting the ownership interests of each owner into ownership interests or obligations of the surviving business entity or any other business entity, or into cash or other property in whole or in part; and

(e) Any additional information that the statutes that govern converted business entities of the type into which the business entity converted require in the organizational document of the converted business entity.

(4) The plan of conversion may set forth other provisions relating to the conversion. [1999 c.362 §20; 2001 c.315 §14; 2003 c.80 §18; 2011 c.147 §7]

Source: Section 62.607 — Conversion , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 59.480 — OR Code / Title 7 / Chapter 59 / Section 59.480
59.480 Definitions for ORS 59.480 to 59.505
Status: in_force

As used in ORS 59.480 (Definitions for ORS 59.480 to 59.505) to 59.505 (Provision of records to law enforcement and certain state agencies) :

(1) Intentionally left blank —Ed.

(a) “Financial exploitation” means:

(A) Wrongfully taking assets, funds or property belonging to or intended for the use of another person;

(B) Alarming another person by conveying a threat to wrongfully take or appropriate money or property of the person if the person would reasonably believe that the threat conveyed would be carried out;

(C) Misappropriating, misusing or transferring without authorization any money from any account held jointly or singly by another person; or

(D) Using the income or assets of another person for purposes other than the support and maintenance of the person without the person’s consent.

(b) “Financial exploitation” does not include a transfer of money or property that is made for the purpose of qualifying a person for Medicaid benefits or for any other state or federal assistance program, or the holding and exercise of control over money or property after such a transfer.

(2) “Financial institution” has the meaning given that term in ORS 706.008 (Additional definitions for Bank Act) .

(3) “Qualified individual” means an individual who is:

(a) A salesperson;

(b) An investment adviser representative; or

(c) A person who serves in a supervisory, compliance or legal capacity for a broker-dealer or state investment adviser, or who is otherwise identified in the written supervisory procedures of a broker-dealer or state investment adviser.

(4) “Trust company” has the meaning given that term in ORS 706.008 (Additional definitions for Bank Act) .

(5) “Vulnerable person” has the meaning given that term in ORS 124.100 (Definitions for ORS 124.100 to 124.140) . [2017 c.514 §2]

Source: Section 59.480 — Definitions for ORS 59.480 to 59.505 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 67.040 — OR Code / Title 7 / Chapter 67 / Section 67.040
67.040 Knowledge and notice
Status: in_force

(1) A person knows a fact if the person has actual knowledge of it.

(2) A person has notice of a fact if the person:

(a) Knows of it;

(b) Has received a notification of it; or

(c) Has reason to know it exists from all the facts known to the person at the time in question.

(3) A person notifies or gives notification to another by taking steps reasonably required to inform the other person in the ordinary course, whether or not the other person learns of it.

(4) A person receives a notification when the notification:

(a) Comes to the person’s attention; or

(b) Is addressed to the person and is duly delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.

(5) Except as provided in subsection (6) of this section, a person other than an individual knows, has notice or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence.

(6) A partner’s knowledge, notice or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner. [Formerly 67.010]

Source: Section 67.040 — Knowledge and notice , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 67.070 — OR Code / Title 7 / Chapter 67 / Section 67.070
67.070 General powers of partnership
Status: in_force

Unless restricted by applicable law, a partnership has the same powers as an individual to do all things necessary or convenient to carry on its business and affairs. [1997 c.775 §10]

Source: Section 67.070 — General powers of partnership , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 63.185 — OR Code / Title 7 / Chapter 63 / Section 63.185
63.185 Allocation of profits and losses
Status: in_force

(1) The profits and losses of a limited liability company shall be allocated among the members, and among classes of members, in the manner provided in the articles of organization or any operating agreement.

(2) If neither the articles of organization nor any operating agreement provides for an allocation of profits and losses, then profits and losses shall be allocated among all the members equally.

(3) If profits, but not losses, are allocated in the articles of organization or any operating agreement, then losses shall be deemed allocated in the same proportion as profits. If losses, but not profits, are allocated in the articles of organization or any operating agreement, then profits shall be deemed allocated in the same proportion as losses.

(4) Except as otherwise provided in the articles of organization or any operating agreement, if after formation of the limited liability company a member is admitted to the limited liability company as described in ORS 63.245 (Admission of members) (2)(a), then the profits and losses of the limited liability company shall be allocated among the members as follows:

(a) Profits and losses that would have been realized on the date of admission of the additional member if all the assets of the limited liability company were then sold at their fair value shall be allocated among only the members of the limited liability company who are members immediately prior to the new member’s admission based on the respective shares of profits and losses of such preexisting members before such admission. Thereafter the amount of profits or losses so allocated shall be treated as an adjustment to the contributions made by the preexisting members to the limited liability company; except that if the provisions of this subsection have been applied previously by the limited liability company in connection with the admission of a new member, the profits and losses allocated pursuant to this subsection shall be only those profits and losses realized since the most recent admittance of a new member; and

(b) Profits and losses realized by the limited liability company subsequent to the date of admission of the additional member shall be allocated among all the members, including the additional member, based on the respective shares of profits and losses of all the members after such admission. [1993 c.173 §38; 1995 c.93 §8]

Source: Section 63.185 — Allocation of profits and losses , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 62.155 — OR Code / Title 7 / Chapter 62 / Section 62.155
62.155 Registered office and registered agent
Status: in_force

(1) A cooperative shall have and continuously maintain in this state:

(a) A registered office that may be, but need not be, the same as the cooperative’s place of business. The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office.

(b) A registered agent that must be:

(A) An individual who resides in this state and whose business office is identical to the registered office;

(B) A domestic corporation, domestic limited liability company, domestic professional corporation or domestic nonprofit corporation that has a business office identical to the registered office; or

(C) A foreign corporation, foreign limited liability company, foreign professional corporation or foreign nonprofit corporation that is authorized to transact business in this state and that has a business office identical to the registered office.

(2) A cooperative may change the cooperative’s registered office or registered agent in accordance with the procedure set forth in ORS 60.114 (Change of registered office or registered agent) .

(3) A person that a cooperative has designated as the cooperative’s registered agent may resign in accordance with the procedure set forth in ORS 60.117 (Resignation of registered agent) .

(4) A registered agent appointed by a cooperative is an agent of the cooperative upon whom any process, notice or demand required or permitted by law to be served upon the cooperative may be served.

(5) The provisions of ORS 60.121 (Service on corporation) are applicable to cooperatives. [1957 c.716 §10; 1987 c.94 §80; 2001 c.315 §26; 2013 c.158 §24; 2017 c.705 §17]

Source: Section 62.155 — Registered office and registered agent; service of process on cooperative , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 58.136 — OR Code / Title 7 / Chapter 58 / Section 58.136
58.136 Amended application for authority to transact business
Status: in_force

A foreign professional corporation shall file an amended application with the Office of Secretary of State anytime there is a change in the professional service or services to be rendered by the foreign professional corporation or in the business purpose as specified in the application under ORS 58.134 (Application for authority to transact business) , or as otherwise required by law. [1993 c.235 §31]

Source: Section 58.136 — Amended application for authority to transact business , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 65.394 — OR Code / Title 7 / Chapter 65 / Section 65.394
65.394 Mandatory indemnification
Status: in_force

Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the corporation, against reasonable expenses actually incurred by the director in connection with the proceeding. [1989 c.1010 §100; 2005 c.22 §46]

Source: Section 65.394 — Mandatory indemnification , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.237 — OR Code / Title 7 / Chapter 65 / Section 65.237
65.237 Corporation’s acceptance of votes
Status: in_force

(1) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member.

(2) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member if:

(a) The member is an entity and the name signed purports to be that of an officer or agent of the entity;

(b) The name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the member has been presented with respect to the vote, consent, waiver or proxy appointment;

(c) Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders; or

(d) In the case of a mutual benefit corporation:

(A) The name signed purports to be that of an administrator, executor, guardian or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment; or

(B) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment.

(3) The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the member.

(4) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.

(5) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. [1989 c.1010 §67]

Source: Section 65.237 — Corporation’s acceptance of votes , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.774 — OR Code / Title 7 / Chapter 60 / Section 60.774
60.774 Inspection of records by shareholders
Status: in_force

(1) Subject to ORS 60.777 (Scope of inspection right) (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 (Corporate records) (5) if the shareholder gives the corporation a signed written notice of the shareholder’s demand at least five business days before the date on which the shareholder wishes to inspect and copy the records.

(2) A shareholder of a corporation may inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (3) of this section and gives the corporation a signed written notice of the shareholder’s demand at least five business days before the date on which the shareholder wishes to inspect and copy the records:

(a) Excerpts from minutes of any meeting of the board of directors or a meeting that a committee of the board of directors conducts while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders and records of action the shareholders, the board of directors or a committee of the board of directors takes without a meeting, to the extent not subject to inspection under subsection (1) of this section;

(b) Accounting records of the corporation, including tax returns; and

(c) The record of shareholders.

(3) A shareholder may inspect and copy the records identified in subsection (2) of this section only if:

(a) The shareholder’s demand is made in good faith and for a proper purpose;

(b) The shareholder described with reasonable particularity the shareholder’s purpose and the records the shareholder desires to inspect; and

(c) The records are directly connected with the shareholder’s purpose.

(4) The right of inspection granted by this section may not be abolished or limited by a corporation’s articles of incorporation or bylaws.

(5) This section does not affect:

(a) The right of a shareholder to inspect records under ORS 60.224 (Shareholders’ list for meeting) or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or

(b) The power of a court, independent of this chapter, to compel the production of corporate records for examination.

(6) For purposes of this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on behalf of the beneficial owner. [1987 c.52 §170; 1989 c.1040 §34; 1993 c.403 §10; 2017 c.55 §17]

Source: Section 60.774 — Inspection of records by shareholders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 59.800 — OR Code / Title 7 / Chapter 59 / Section 59.800
59.800 Pledge or sale by broker-dealer of customer’s securities
Status: in_force

No broker-dealer engaged in the business of purchasing and selling stocks or bonds as a broker-dealer shall:

(1) While having in the possession of the broker-dealer, for safekeeping or otherwise, stocks or bonds belonging to a customer, without having any lien thereon or any special property therein, pledge or dispose thereof without the customer’s consent; or

(2) While having in the possession of the broker-dealer stocks or bonds belonging to a customer on which the broker-dealer has a lien for indebtedness due to the broker-dealer by the customer, pledge the same for more than the amount due to the broker-dealer thereon, or otherwise dispose thereof for the broker-dealer’s own benefit, with or without the customer’s consent, and without having in possession of the broker-dealer or subject to control of the broker-dealer, stocks or bonds of the kind and amount to which the customer is then entitled, for delivery to the customer upon demand of the customer therefor and tender of the amount due thereon, and thereby cause the customer to lose, in whole or in part, such stocks or bonds, or the value thereof; or

(3) Fail, on demand, to deliver to any customer, stocks or bonds owned by the customer, and in the possession of such broker-dealer, upon payment or tender of the amount the same was pledged to secure. [Amended by 1987 c.158 §13]

Source: Section 59.800 — Pledge or sale by broker-dealer of customer’s securities , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.270 — OR Code / Title 7 / Chapter 60 / Section 60.270
60.270 Definitions for ORS 60.270 to 60.291
Status: in_force

As used in ORS 60.270 (Definitions for ORS 60.270 to 60.291) to 60.291 (Judicial review of corporate action) :

(1) “Corporate action” means an action that a corporation takes or an action that an incorporator, the board of directors, a committee, an officer, an agent or another person takes on the corporation’s behalf.

(2) “Corrected corporate action” means a corporate action that a corporation ratifies in accordance with ORS 60.270 (Definitions for ORS 60.270 to 60.291) to 60.291 (Judicial review of corporate action) .

(3) “Date of the defective corporate action” means the date, or the approximate date, on which a corporation took a defective corporate action.

(4) “Defective corporate action” means:

(a) An action that, but for a failure of authorization, is within the corporation’s power to take and would have been within the corporation’s power to take at the time the corporation took the action; and

(b) An overissue.

(5) “Effective date of validation” means, irrespective of a filing or the pendency of a judicial proceeding under ORS 60.291 (Judicial review of corporate action) and unless a court orders otherwise, the later of the time at which:

(a) The shareholders of the corporation approve a ratification of a defective corporate action or, if the ratification does not require shareholder approval, the date on which the notice described in ORS 60.282 (Notice of ratification by board of directors) becomes effective in accordance with ORS 60.034 (Notice) ; or

(b) Articles of validation filed in accordance with ORS 60.288 (Articles of validation) become effective.

(6) “Failure of authorization” means a failure to authorize, approve or otherwise effect a corporate action in compliance with this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party if, and to the extent that, the failure renders the corporate action void or voidable.

(7) “Overissue” means an issuance of shares of a class or series of the corporation that:

(a) Exceeds the number of shares of a class or series that the corporation has the power to issue under ORS 60.131 (Authorized shares) at the time the corporation issued the shares; or

(b) The corporation’s articles of incorporation do not authorize.

(8) “Putative share” means a share of any class or series of the corporation that the corporation created or issued as a result of a defective corporate action, including a share the corporation issued upon an exercise of rights, warrants or other securities that are convertible into shares of the corporation or interests with respect to shares of the corporation, and that:

(a) Would be a valid share, but for the defective corporate action; or

(b) The board of directors cannot determine to be a valid share.

(9) “Valid share” means a share of any class or series of the corporation that the corporation duly authorizes and validly issues in accordance with this chapter, including an authorization and issuance that is a result of a ratification or validation under ORS 60.270 (Definitions for ORS 60.270 to 60.291) to 60.291 (Judicial review of corporate action) . [2019 c.325 §2]

Source: Section 60.270 — Definitions for ORS 60.270 to 60.291 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 70.070 — OR Code / Title 7 / Chapter 70 / Section 70.070
70.070 Filing duty of Secretary of State
Status: in_force

(1) If a document delivered to the Office of Secretary of State for filing satisfies the requirements of this chapter, the Secretary of State shall file it.

(2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, except as provided in ORS 70.030 (Change of address and resignation procedures for registered agent) and 70.610 (Annual report) , the Secretary of State shall return an acknowledgment of filing to the domestic or foreign limited partnership or its representative.

(3) If the Secretary of State refuses to file a document, the Secretary of State shall return the document to the domestic or foreign limited partnership or its representative within 10 business days after the document was delivered together with a brief written explanation of the reason for the refusal.

(4) The Secretary of State’s duty to file documents under this section is ministerial. The Secretary of State is not required to verify or inquire into the legality or truth of any matter included in any document delivered to the office for filing. The Secretary of State’s filing or refusing to file a document does not:

(a) Affect the validity or invalidity of the document in whole or part; or

(b) Relate to the correctness or incorrectness of information contained in the document.

(5) The Secretary of State’s refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect. [1993 c.190 §15; 1999 c.486 §13; 2001 c.104 §21]

FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP

Source: Section 70.070 — Filing duty of Secretary of State , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.361 — OR Code / Title 7 / Chapter 60 / Section 60.361
60.361 Conflict of interest
Status: in_force

(1) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable by the corporation solely because of the director’s interest in the transaction if any one of the following is true:

(a) The material facts of the transaction and the director’s interest were disclosed or known to the board of directors or a committee of the board of directors and the board of directors or committee authorized, approved or ratified the transaction;

(b) The material facts of the transaction and the director’s interest were disclosed or known to the shareholders entitled to vote and they authorized, approved or ratified the transaction; or

(c) The transaction was fair to the corporation.

(2) For purposes of this section, a director of the corporation has an indirect interest in a transaction if:

(a) Another entity in which the director has a material financial interest or in which the director is a general partner is a party to the transaction; or

(b) Another entity of which the director is a director, officer or trustee is a party to the transaction and the transaction is or should be considered by the board of directors of the corporation.

(3) For purposes of subsection (1)(a) of this section, a conflict of interest transaction is authorized, approved or ratified if it receives the affirmative vote of a majority of the directors on the board of directors, or on the committee, who have no direct or indirect interest in the transaction. A transaction may not be authorized, approved or ratified under this section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsection (1)(a) of this section if the transaction is otherwise authorized, approved or ratified as provided in subsection (1) of this section.

(4) For purposes of subsection (1)(b) of this section, a conflict of interest transaction is authorized, approved or ratified if it receives the vote of a majority of the shares entitled to be counted under this subsection, voting as a single voting group. Shares owned by or voted under the control of a director who has a direct or indirect interest in the transaction, and shares owned by or voted under the control of an entity described in subsection (2)(a) of this section may be counted in a vote of shareholders to determine whether to authorize, approve or ratify a conflict of interest transaction under subsection (1)(b) of this section. A majority of the shares, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section. [1987 c.52 §86]

Source: Section 60.361 — Conflict of interest , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 56.018 — OR Code / Title 7 / Chapter 56 / Section 56.018
56.018 Power of Secretary of State in performing business registry functions
Status: in_force

For purposes of performing business registry functions, the Secretary of State shall have the power:

(1) To organize and reorganize, as necessary, the Office of Secretary of State as the Secretary of State deems necessary to conduct and administer the business registry functions.

(2) To appoint all subordinate officers and employees of the Secretary of State’s office and prescribe their duties and fix their compensation, subject to the applicable provisions of the State Personnel Relations Law. Subject to any other applicable law regulating travel expenses, the officers and employees of the office engaging in business registry functions shall be allowed such reasonable and necessary travel and other expenses as may be incurred in the performance of their duties. [1963 c.580 §13; 1987 c.414 §56; 1993 c.66 §2]

Source: Section 56.018 — Power of Secretary of State in performing business registry functions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 63.017 — OR Code / Title 7 / Chapter 63 / Section 63.017
63.017 Filing duty of Secretary of State
Status: in_force

(1) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of ORS 63.004 (Filing requirements) , the Secretary of State shall file the document.

(2) The Secretary of State files a document by indicating on the document that the Secretary of State filed the document, along with the date of filing. Except as provided in ORS 63.114 (Change of registered office or registered agent) , 63.117 (Resignation of registered agent) , 63.671 (Judgment of dissolution) , 63.674 (Deposit with State Treasurer) , 63.724 (Change of registered office or registered agent of foreign limited liability company) , 63.727 (Resignation of registered agent of a foreign limited liability company) and 63.787 (Annual report) , after filing a document the Secretary of State shall return an acknowledgment of filing to the domestic or foreign limited liability company or the representative of the domestic or foreign limited liability company.

(3) If the Secretary of State refuses to file a document, the Secretary of State shall return the document to the domestic or foreign limited liability company or the representative of the domestic or foreign limited liability company within 10 business days after the document was delivered, together with a brief written explanation of the reason for the refusal.

(4) The Secretary of State’s duty to file documents under this section is ministerial. The Secretary of State is not required to verify or inquire into the legality or truth of any matter included in any document delivered to the office for filing. The Secretary of State’s filing or refusing to file a document does not:

(a) Affect the validity or invalidity of the document in whole or part; or

(b) Relate to the correctness or incorrectness of information contained in the document.

(5) The Secretary of State’s refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect. [1993 c.173 §8; 1999 c.486 §9; 2013 c.159 §7]

Source: Section 63.017 — Filing duty of Secretary of State , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 58.389 — OR Code / Title 7 / Chapter 58 / Section 58.389
58.389 Price for purchase or redemption of shares of disqualified or deceased shareholder
Status: in_force

If the articles of incorporation or bylaws of a professional corporation organized for the purpose of practicing medicine do not provide a price or method of determining a price at which the corporation may purchase or redeem the shares, or at which its shareholders may purchase the shares, of a legally disqualified or deceased shareholder, and the corporation and shareholders or the shareholders have not provided the price or a method of determining the price by private agreement, then the price for the shares shall be the book value as of the end of the month preceding the disqualification or death of the shareholder, payable in cash or on such other terms as may be agreed to by the parties. Book value shall be determined from the books and records of the corporation in accordance with the regular method of accounting used by the corporation. [1997 c.774 §24]

Source: Section 58.389 — Price for purchase or redemption of shares of disqualified or deceased shareholder , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 56.110 — OR Code / Title 7 / Chapter 56 / Section 56.110
56.110 Evidentiary effect of certificates and other documents issued by Secretary of State
Status: in_force

This section applies to certificates of the Secretary of State and documents filed by the Secretary of State under the business registry functions of the Secretary of State. All certificates issued by the Secretary of State and all copies of documents filed in the office of the Secretary of State, when certified by the Secretary of State, shall be taken and received in all courts, public offices and official bodies of this state as prima facie evidence of the facts stated in the certificates or documents. A certificate by the Secretary of State as to the compliance or noncompliance of the document with the filing requirements or other provisions of law administered by the office of the Secretary of State, or as to the existence or nonexistence of the facts relating to the matters contained in the documents which would appear from the presence or absence of documents filed in the office of the Secretary of State, shall be taken and received in all courts, public offices and official bodies of this state as prima facie evidence of the existence or nonexistence of the facts stated in the certificates or documents. [1983 c.717 §3; 1987 c.94 §122; 1987 c.414 §62]

Source: Section 56.110 — Evidentiary effect of certificates and other documents issued by Secretary of State , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 65.967 — OR Code / Title 7 / Chapter 65 / Section 65.967
65.967 Severability
Status: in_force

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]

Source: Section 65.967 — Severability , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.774 — OR Code / Title 7 / Chapter 62 / Section 62.774
62.774 Qualifications of members
Status: in_force

(1) The articles of incorporation or the bylaws shall establish qualifications and the method of acceptance and termination of members. No person may be accepted as a member unless employed by the employee cooperative on a full-time or part-time basis.

(2) An employee cooperative shall issue a class of voting shares designated as membership shares. Each member shall own only one such membership share and only members may own such shares.

(3) Membership shares shall be issued for a fee as shall be determined from time to time by the directors. The redemption price of membership shares is determined by reference to internal capital accounts as described in ORS 62.783 (Internal capital accounts) .

(4) Members of an employee cooperative shall have all the rights and responsibilities of shareholders of a corporation organized under this chapter, except as otherwise provided in ORS 62.765 (Definitions for ORS 62.765 to 62.792) to 62.792 (Short title) . [1987 c.677 §16; 1989 c.171 §8]

Source: Section 62.774 — Qualifications of members; membership shares; rights of members , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 70.510 — OR Code / Title 7 / Chapter 70 / Section 70.510
70.510 Action on plan of conversion
Status: in_force

(1) A plan of conversion shall be approved as follows:

(a) In the case of a limited partnership, by all the partners, unless a lesser vote is provided for in the certificate of limited partnership or, in the case of a foreign limited partnership, by the law of the jurisdiction in which the limited partnership is organized.

(b) In the case of a business entity other than a limited partnership, as provided by the statutes governing that business entity.

(2) After a plan of conversion is approved, and at any time before articles of conversion are filed, the planned conversion may be abandoned, subject to any contractual rights:

(a) By a limited partnership, without further action by the limited partners, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, in the manner determined by the general partners.

(b) By a party to the conversion that is not a limited partnership, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, in the manner permitted by the statutes governing that business entity. [1999 c.362 §58]

Source: Section 70.510 — Action on plan of conversion , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 56.200 — OR Code / Title 7 / Chapter 56 / Section 56.200
56.200 Definitions for ORS 56.200 to 56.209
Status: in_force

As used in ORS 56.200 (Definitions for ORS 56.200 to 56.209) to 56.209 (Protections for persons making complaints) :

(1) “Business” means any corporation, partnership, company, cooperative, sole proprietorship or other legal entity organized or operating for pecuniary or nonpecuniary gain.

(2) “Local government” has the meaning given that term in ORS 174.116 (“Local government” and “local service district” defined) .

(3) “Small business” means a prospective, new or established business with 100 or fewer employees that is or will be located in Oregon.

(4) “State agency” means an agency of the executive department, as defined in ORS 174.112 (“Executive department” defined) . [2013 c.699 §2; 2016 c.25 §1]

Source: Section 56.200 — Definitions for ORS 56.200 to 56.209 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 56.180 — OR Code / Title 7 / Chapter 56 / Section 56.180
56.180 Business Registration Information Center
Status: in_force

(1) A Business Registration Information Center is established within the Office of the Secretary of State.

(2) The primary functions of the center are:

(a) To develop a system within the center by which accurate and easily understandable information with respect to the business registration requirements of participating state agencies may be made available to persons undertaking a new business or operating an existing business;

(b) To establish a business portal as provided in subsection (3) of this section; and

(c) To advertise and make the business portal described in subsection (3) of this section and information described in this subsection available to all persons who request the information.

(3) Intentionally left blank —Ed.

(a) The center shall establish, maintain and update a business portal called the “One Stop Shop for Oregon Business” that is accessible through the Internet and that provides information, services and resources for:

(A) Starting, expanding and operating a business in Oregon or relocating a business within or to Oregon;

(B) Understanding state and local government rules, ordinances and policies that apply to business;

(C) Understanding how to classify a business for registration purposes;

(D) Registering, licensing and obtaining needed permits for a business;

(E) Obtaining information about financing and tax credits available to businesses;

(F) Understanding business taxes and rules and policies concerning taxation that apply to businesses;

(G) Obtaining information about and assistance with exporting;

(H) Obtaining information about and resources for hiring workers in Oregon;

(I) Obtaining information about public contracting;

(J) Obtaining information about and resources for business relocation;

(K) Obtaining information about and assistance with training for businesses; and

(L) Obtaining other information, services and resources related to business in Oregon.

(b) All agencies of state government, as defined in ORS 174.111 (“State government” defined) , and local government, as defined in ORS 174.116 (“Local government” and “local service district” defined) , that have functions related to business registration, licensing, permitting or taxation or that otherwise can provide information for or assist with establishing, expanding, operating or relocating a business are directed to cooperate with and assist the center in performing the center’s duties under subsection (3) of this section.

(4) The Secretary of State may adopt rules necessary to implement the provisions of subsection (3) of this section. [1993 c.805 §5; 2003 c.7 §1; 2011 c.677 §1]

Source: Section 56.180 — Business Registration Information Center; functions; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 70.400 — OR Code / Title 7 / Chapter 70 / Section 70.400
70.400 Action by limited partner upon refusal of general partner
Status: in_force

A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed. [1985 c.677 §57]

Source: Section 70.400 — Action by limited partner upon refusal of general partner , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 65.717 — OR Code / Title 7 / Chapter 65 / Section 65.717
65.717 Corporate name of foreign corporation
Status: reserved

(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 (Corporate name) .

(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 the Secretary of State’s records from the corporate name of the applicant foreign corporation, the Secretary of State may not authorize the applicant to transact business in this state unless the foreign corporation states the corporate name on the application for authority to transact business in this state under ORS 65.707 (Application for authority to transact business) as “(name under which incorporated), a corporation of (place of incorporation),” the entirety of which must be the real and true name of the corporation under ORS chapter 648.

(3) If a foreign corporation authorized to transact business in this state changes the foreign corporation’s corporate name to a name that does not satisfy the requirements of ORS 65.094 (Corporate name) , the foreign corporation may not transact business in this state under the changed name until the foreign corporation adopts a name that satisfies the requirements of ORS 65.094 (Corporate name) and delivers to the Secretary of State for filing an amendment to the application for authority under ORS 65.711 (Amendment to application for authority) . [1989 c.1010 §152; 2019 c.174 §101]

Source: Section 65.717 — Corporate name of foreign corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.670 — OR Code / Title 7 / Chapter 62 / Section 62.670
62.670 Revocation of voluntary dissolution
Status: in_force

A cooperative, at any time prior to the time the Secretary of State has filed the articles of dissolution, may revoke voluntary dissolution proceedings theretofore taken, by adoption of a resolution of revocation in the same manner and by the same required vote of members and shareholders as are required by this chapter for adoption of a resolution to dissolve. [1957 c.716 §52; 1965 c.631 §22; 1985 c.728 §71]

Source: Section 62.670 — Revocation of voluntary dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.624 — OR Code / Title 7 / Chapter 65 / Section 65.624
65.624 Dissolution by directors, members and third persons
Status: in_force

(1) Unless a corporation’s articles of incorporation, bylaws or the board of directors or members, acting in accordance with subsection (3) of this section, require a greater vote or voting by class, dissolution is authorized if the dissolution is approved:

(a) By the board of directors;

(b) By the members of a mutual benefit corporation entitled to vote on dissolution, if any, by at least two-thirds of the votes cast or a majority of the voting power, whichever is less, or by a majority of the votes cast, if the corporation is a public benefit corporation or religious corporation; and

(c) In writing, by any person or persons whose approval is required for an amendment of the articles of incorporation or bylaws, as authorized by ORS 65.467 (Approval by third persons) , or for dissolution.

(2) Intentionally left blank —Ed.

(a) If the corporation does not have members entitled to vote on dissolution, the board of directors must approve the dissolution. In addition, the corporation shall provide notice of any meeting of the board of directors at which such approval is to be considered in accordance with ORS 65.344 (Call and notice of meetings) (2). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and must contain or be accompanied by a copy or summary of the plan of dissolution.

(b) Even if the number of directors in office at the time the board considers the proposed dissolution is less than the minimum required under this chapter, under the articles of incorporation or under the corporation’s bylaws, a majority of the directors in office at the time the board considers the proposed dissolution may approve the dissolution.

(3) The board of directors may condition the board’s submission of the proposed dissolution to a vote of members, and the members may condition the members’ approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.

(4) If the board of directors seeks to have dissolution approved by the members at a membership meeting, the corporation shall give all members, whether or not entitled to vote, notice of the proposed meeting in accordance with ORS 65.214 (Notice of meeting) . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and must contain or be accompanied by a copy or summary of the plan of dissolution.

(5) If the board of directors seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the plan of dissolution.

(6) The plan of dissolution must indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. [1989 c.1010 §131; 1991 c.231 §11; 2019 c.174 §89; 2021 c.389 §2]

Source: Section 65.624 — Dissolution by directors, members and third persons , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.441 — OR Code / Title 7 / Chapter 60 / Section 60.441
60.441 Voting on amendments by voting groups
Status: in_force

(1) The holders of the outstanding shares of a class are entitled to vote as a separate voting group if shareholder voting is otherwise required by this chapter on a proposed amendment if the amendment would:

(a) Increase or decrease the aggregate number of authorized shares of the class;

(b) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

(c) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;

(d) Change the designation, rights, preferences or limitations of all or part of the shares of the class;

(e) Change the shares of all or part of the class into a different number of shares of the same class;

(f) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior or substantially equal to the shares of the class;

(g) Increase the rights, preferences or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;

(h) Limit or deny an existing preemptive right of all or part of the shares of the class; or

(i) Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.

(2) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (1) of this section, the shares of that series are entitled to vote as a separate voting group on the proposed amendment.

(3) If a proposed amendment that entitles two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment, unless the articles of incorporation provide or the board of directors requires otherwise.

(4) A class or series is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares. [1987 c.52 §106; 2009 c.13 §1]

Source: Section 60.441 — Voting on amendments by voting groups , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.314 — OR Code / Title 7 / Chapter 65 / Section 65.314
65.314 Terms of directors generally
Status: in_force

(1) A corporation’s articles of incorporation or bylaws may specify the terms of directors. Except for designated directors or appointed directors, the terms of directors may not exceed five years. In the absence of any term specified in the articles of incorporation or bylaws, the term of each director is one year. Directors may be elected for successive terms.

(2) A decrease in the number of directors or term of office does not shorten an incumbent director’s term.

(3) Except as provided in the articles of incorporation or bylaws:

(a) The term of a director filling a vacancy in the office of an elected director expires at the next election of directors; and

(b) The term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling.

(4) Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors. [1989 c.1010 §74; 2019 c.174 §53]

Source: Section 65.314 — Terms of directors generally , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 59.195 — OR Code / Title 7 / Chapter 59 / Section 59.195
59.195 Licensees to keep records
Status: in_force

(1) Subject to the provisions of section 15 of the Securities Exchange Act of 1934, as amended, and section 222 of the Investment Advisers Act of 1940, as amended, every broker-dealer, state investment adviser, investment adviser representative and salesperson shall make and keep such accounts, correspondence, memoranda, papers, books and other records as the Director of the Department of Consumer and Business Services by rule or order prescribes. All such records of state investment advisers or investment adviser representatives maintained in this state shall be preserved for three years unless the director by rule prescribes otherwise. The director may examine all such records within or without this state at any reasonable time or times and may, without subpoena require the production of such records at the office of the director as often as is reasonably necessary and, in any event, during consideration of any application for licensing or during any proceeding under ORS 59.205 (Grounds for denying, suspending, revoking or imposing condition or restriction on license) to 59.225 (Cancellation of license or application) .

(2) Subject to the provisions of section 15 of the Securities Exchange Act of 1934, as amended, and section 222 of the Investment Advisers Act of 1940, as amended, every broker-dealer, state investment adviser, investment adviser representative and salesperson shall file with the director such financial reports or other information as the director by rule or order may require. Licensed broker-dealers, state investment advisers, investment adviser representatives and salespersons shall promptly amend any document filed with the director which is or becomes incomplete or inaccurate in any material respect. Federal covered investment advisers shall promptly amend any document otherwise required to be filed with the director when the federal covered investment adviser is required to file an amendment with the United States Securities and Exchange Commission.

(3) A state investment adviser that has its principal place of business in a state other than this state, and the investment adviser representatives of such a state investment adviser, shall be exempt from the requirements of subsection (1) of this section provided that the state investment adviser is registered as a state investment adviser in the state where it has its principal place of business and is in compliance with all such state’s requirements relating to accounts and records.

(4) Intentionally left blank —Ed.

(a) Every broker-dealer and salesperson of such broker-dealer shall file with the director only such financial reports or other information as is otherwise required to be filed with the United States Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

(b) Every state investment adviser that has its principal place of business in a state other than this state, and the investment adviser representatives of the state investment adviser, shall file with the director only the financial reports or other information that is required by the state in which the state investment adviser maintains its principal place of business, provided the state investment adviser is licensed in such state and is in compliance with all of such state’s reporting requirements. [1967 c.537 §19(4), (5); 1985 c.349 §20; 1987 c.603 §13; 1989 c.197 §11; 1993 c.508 §33; 1997 c.772 §18]

Source: Section 59.195 — Licensees to keep records; inspection; filing of financial reports , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.470 — OR Code / Title 7 / Chapter 60 / Section 60.470
60.470 Definitions for ORS 60.470 to 60.501
Status: in_force

As used in ORS 60.470 (Definitions for ORS 60.470 to 60.501) to 60.501 (Merger or share exchange with foreign corporation) :

(1) “Business entity” means:

(a) Any of the following for-profit entities:

(A) A professional corporation organized under ORS chapter 58, predecessor law or comparable law of another jurisdiction;

(B) A corporation organized under this chapter, predecessor law or comparable law of another jurisdiction;

(C) A limited liability company organized under ORS chapter 63 or comparable law of another jurisdiction;

(D) A partnership organized in Oregon after January 1, 1998, or that is registered as a limited liability partnership, or that has elected to be governed by ORS chapter 67, and a partnership governed by law of another jurisdiction that expressly provides for conversions and mergers; and

(E) A limited partnership organized under ORS chapter 70, predecessor law or comparable law of another jurisdiction; and

(b) A cooperative organized under ORS chapter 62, predecessor law or comparable law of another jurisdiction.

(2) “Organizational document” means the following for an Oregon business entity or, for a foreign business entity, a document equivalent to the following:

(a) In the case of a corporation, professional corporation or cooperative, articles of incorporation;

(b) In the case of a limited liability company, articles of organization;

(c) In the case of a partnership, a partnership agreement and, for a limited liability partnership, its registration; and

(d) In the case of a limited partnership, a certificate of limited partnership.

(3) “Owner” means a:

(a) Shareholder of a corporation or of a professional corporation;

(b) Member or shareholder of a cooperative;

(c) Member of a limited liability company;

(d) Partner of a partnership; and

(e) General partner or limited partner of a limited partnership. [1999 c.362 §6; 2003 c.80 §14]

Source: Section 60.470 — Definitions for ORS 60.470 to 60.501 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.154 — OR Code / Title 7 / Chapter 60 / Section 60.154
60.154 Share dividends
Status: in_force

(1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.

(2) Shares of one class or series may not be issued as a share dividend in respect to shares of another class or series unless the articles of incorporation so authorize, a majority of the votes entitled to be cast by the class or series to be issued approve the issue or there are no outstanding shares of the class or series to be issued.

(3) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend.

(4) For purposes of this section, a share dividend shall include a share split, other than a reverse share split. [1987 c.52 §40; 1989 c.1040 §12]

Source: Section 60.154 — Share dividends , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.712 — OR Code / Title 7 / Chapter 62 / Section 62.712
62.712 Disposition of known claims against dissolved cooperative
Status: in_force

(1) A dissolved cooperative may dispose of the known claims against it by following the procedure described in this section.

(2) The dissolved cooperative shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:

(a) Describe information that must be included in a claim;

(b) Provide a mailing address where a claim may be sent;

(c) State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved cooperative must receive the claim; and

(d) State that the claim will be barred if not received by the deadline.

(3) A claim against the dissolved cooperative is barred:

(a) If a claimant who was given written notice under subsection (2) of this section does not deliver the claim to the dissolved cooperative by the deadline; or

(b) If a claimant whose claim was rejected by the dissolved cooperative does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.

(4) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. [1995 c.195 §29]

Source: Section 62.712 — Disposition of known claims against dissolved cooperative , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 62.860 — OR Code / Title 7 / Chapter 62 / Section 62.860
62.860 Effect of amendment or repeal of Oregon Cooperative Corporation Act
Status: repealed

The Oregon Cooperative Corporation Act may be amended, repealed or modified, but such amendment, repeal or modification shall not affect any vested rights or take away or impair any remedy for any liability which has been previously incurred. [1957 c.716 §74]

Source: Section 62.860 — Effect of amendment or repeal of Oregon Cooperative Corporation Act , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 67.145 — OR Code / Title 7 / Chapter 67 / Section 67.145
67.145 Distributions in kind
Status: in_force

A partner has no right to receive, and may not be required to accept, a distribution in kind. [1997 c.775 §18]

Source: Section 67.145 — Distributions in kind , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 65.809 — OR Code / Title 7 / Chapter 65 / Section 65.809
65.809 Time for Attorney General decision
Status: in_force

(1) Within 60 days after receipt of the notice required by ORS 65.803 (Hospitals operated by nonprofit corporation) , 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 (Consultants) (1). The period may be extended beyond 105 days only with the agreement of all parties to the transaction.

(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, in writing, specifying the reasons for the disapproval.

(3) Any party to the proposed transaction, within 60 days after receipt of the Attorney General’s final order, may appeal the order as provided in ORS chapter 183. For purposes of the judicial review, the specifications required to be set forth in the written notice from the Attorney General shall be deemed the Attorney General’s findings of fact and conclusions of law. [1997 c.291 §6]

Source: Section 65.809 — Time for Attorney General decision; nature of decision; appeal , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.737 — OR Code / Title 7 / Chapter 63 / Section 63.737
63.737 Grounds for revocation
Status: in_force

The Secretary of State may commence a proceeding under ORS 63.741 (Procedure for and effect of revocation) to revoke the authority of a foreign limited liability company to transact business in this state if:

(1) The foreign limited liability company does not deliver the limited liability company’s annual report to the Secretary of State within the time prescribed by this chapter;

(2) The foreign limited liability company does not pay within the time prescribed by this chapter any fees imposed by this chapter;

(3) The foreign limited liability company fails to comply with an order from the Secretary of State under ORS 63.032 (Investigations of violations of chapter) (1);

(4) The foreign limited liability company has failed to appoint or maintain a registered agent or registered office in this state as prescribed by this chapter;

(5) The foreign limited liability company does not inform the Secretary of State under ORS 63.724 (Change of registered office or registered agent of foreign limited liability company) or 63.727 (Resignation of registered agent of a foreign limited liability company) that the limited liability company’s registered agent or registered office has changed, that the registered agent has resigned or that the registered office has been discontinued;

(6) An organizer, manager, member or agent of the foreign limited liability company signed a document knowing the document was false in any material respect with intent that the document be delivered to the office for filing;

(7) The foreign limited liability company no longer satisfies the requirements of ORS 63.714 (Effect of authority) (3);

(8) The Secretary of State receives a duly authenticated certificate from the official having custody of the limited liability company records in the state or country under whose law the foreign limited liability company is organized stating that the foreign limited liability company has been dissolved or has ceased to exist as the result of a merger or other reorganization transaction; or

(9) The period of duration of the foreign limited liability company expires. [1993 c.173 §86; 2017 c.705 §25]

Source: Section 63.737 — Grounds for revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 63.467 — OR Code / Title 7 / Chapter 63 / Section 63.467
63.467 Definitions for ORS 63.467 to 63.497
Status: in_force

As used in ORS 63.467 (Definitions for ORS 63.467 to 63.497) to 63.497 (Effect of merger) :

(1) “Business entity” means:

(a) Any of the following for-profit entities:

(A) A professional corporation organized under ORS chapter 58, predecessor law or comparable law of another jurisdiction;

(B) A corporation organized under ORS chapter 60, predecessor law or comparable law of another jurisdiction;

(C) A limited liability company organized under this chapter or comparable law of another jurisdiction;

(D) A partnership organized in Oregon after January 1, 1998, or that is registered as a limited liability partnership, or that has elected to be governed by ORS chapter 67, and a partnership governed by law of another jurisdiction that expressly provides for conversions and mergers; and

(E) A limited partnership organized under ORS chapter 70, predecessor law or comparable law of another jurisdiction; and

(b) A cooperative organized under ORS chapter 62, predecessor law or comparable law of another jurisdiction.

(2) “Organizational document” means the following for an Oregon business entity or, for a foreign business entity, a document equivalent to the following:

(a) In the case of a corporation, professional corporation or cooperative, articles of incorporation;

(b) In the case of a limited liability company, articles of organization;

(c) In the case of a partnership, a partnership agreement and, for a limited liability partnership, its registration; and

(d) In the case of a limited partnership, a certificate of limited partnership.

(3) “Owner” means a:

(a) Shareholder of a corporation or of a professional corporation;

(b) Member or shareholder of a cooperative;

(c) Member of a limited liability company;

(d) Partner of a partnership; and

(e) General partner or limited partner of a limited partnership. [1999 c.362 §31; 2003 c.80 §27]

Source: Section 63.467 — Definitions for ORS 63.467 to 63.497 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 67.730 — OR Code / Title 7 / Chapter 67 / Section 67.730
67.730 Name of foreign limited liability partnership
Status: reserved

(1) Except as provided in subsections (2) and (3) of this section, the Secretary of State shall not authorize a foreign limited liability partnership to transact business in this state if the name of the foreign limited liability partnership does not conform to ORS 67.625 (Limited liability partnership name) .

(2) The name of the foreign limited liability partnership must contain the words or the abbreviation required by ORS 67.625 (Limited liability partnership name) unless the name contains some other word, phrase or abbreviation that the laws of the state or country under whose laws the foreign limited liability partnership is registered require to denote a limited liability partnership. A foreign limited liability partnership shall not transact business in this state under an assumed business name unless the assumed business name contains the words or the abbreviation required by ORS 67.625 (Limited liability partnership name) and the assumed business name is registered in accordance with ORS chapter 648.

(3) If a limited liability partnership name, limited liability company name, corporate name, professional corporate name, nonprofit corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered corporate name or assumed business name of active record with the office of the Secretary of State is not distinguishable on the records of the office of the Secretary of State from the name of the foreign limited liability partnership, the Secretary of State shall not authorize the foreign limited liability partnership to transact business in this state unless the foreign limited liability partnership states its name on the application for authority to transact business in this state as (name under which created), a limited liability partnership of (state or country under whose laws the foreign limited liability partnership is registered), the entirety of which shall be the real and true name of the foreign limited liability partnership in this state under ORS chapter 648.

(4) Notwithstanding subsection (3) of this section, a foreign limited liability partnership that renders professional service may use as its name all or some of the names of individual present or former partners of the partnership or a predecessor partnership, as permitted by the applicable rules of ethics and by the applicable statutory or regulatory provisions governing the rendering of such professional service.

(5) If a foreign limited liability partnership authorized to transact business in this state changes its name to one that does not satisfy the requirements of this section, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of this section and amends its application for authorization in accordance with ORS 67.715 (Amendment to application for authority) . [1997 c.775 §73]

Source: Section 67.730 — Name of foreign limited liability partnership , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.367 — OR Code / Title 7 / Chapter 60 / Section 60.367
60.367 Liability for unlawful distributions
Status: in_force

(1) Unless the director complies with the applicable standards of conduct described in ORS 60.357 (General standards for directors) , a director who votes for or assents to a distribution made in violation of this chapter or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter or the articles of incorporation.

(2) A director held liable for an unlawful distribution under subsection (1) of this section is entitled to contribution:

(a) From every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in ORS 60.357 (General standards for directors) ; and

(b) From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of this chapter or the articles of incorporation. [1987 c.52 §88]

Source: Section 60.367 — Liability for unlawful distributions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.387 — OR Code / Title 7 / Chapter 65 / Section 65.387
65.387 Definitions for ORS 65.387 to 65.414
Status: in_force

As used in ORS 65.387 (Definitions for ORS 65.387 to 65.414) to 65.414 (Application of ORS 65.387 to 65.411) :

(1) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

(2) “Director” means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A director is considered to be serving an employee benefit plan at the corporation’s request if the director’s duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires otherwise, the estate or personal representative of a director.

(3) “Expenses” include attorney fees.

(4) “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses actually incurred with respect to a proceeding.

(5) “Officer” means an individual who is or was an officer of a corporation or an individual who, while an officer of a corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. An officer is considered to be serving an employee benefit plan at the corporation’s request if the officer’s duties to the corporation also impose duties on or include services by the officer to the employee benefit plan or to participants in or beneficiaries of the plan. “Officer” includes, unless the context requires otherwise, the estate or personal representative of an officer.

(6) “Party” includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.

(7) “Proceeding” means any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative and whether formal or informal. [1989 c.1010 §98]

Source: Section 65.387 — Definitions for ORS 65.387 to 65.414 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.440 — OR Code / Title 7 / Chapter 62 / Section 62.440
62.440 Books and records
Status: in_force

(1) A cooperative shall keep correct and complete books and records of account, and shall keep minutes of the proceedings of its members, board and executive committee. It shall keep at its principal office records of the names and addresses of all members and shareholders. At any reasonable time, any member or shareholder, or the agent or attorney of any member or shareholder, upon written notice stating the purposes thereof, may examine for any proper purpose any books or records pertinent to the purpose specified in the notice and may make extracts therefrom, all in accordance with any reasonable conditions prescribed by the board restricting the disclosure, dissemination or use by any member or shareholder, or any agent or attorney of any member or shareholder, of any information therein contained. The board may deny a request to examine books and records if the board determines that the purpose is not directly related to the business or affairs of the cooperative and is contrary to the best interests of the cooperative.

(2) In any action or proceeding to enforce the rights of members or shareholders provided in this section, the court may award reasonable attorney fees to the prevailing party. [1957 c.716 §31; 1981 c.897 §16; 1995 c.195 §14; 1995 c.618 §39]

Source: Section 62.440 — Books and records; attorney fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.992 — OR Code / Title 7 / Chapter 65 / Section 65.992
65.992 Liability for certain actions in connection with operation of shell entity
Status: in_force

(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 making, issuing, delivering or publishing, a prospectus, report, circular, certificate, financial statement, balance sheet, public notice or document concerning the shell entity or the shell entity’s shares, assets, liabilities, capital, earnings, accounts or business operations that the officer, director, employee or agent knows is false in any material respect;

(b) Making an entry or causing another person to make an entry in the shell entity’s books, records, minutes or accounts that the officer, director, employee or agent knows is false in any material respect; or

(c) Removing, erasing, altering or canceling, or causing another person to remove, erase, alter or cancel, an entry in the shell entity’s books, records, minutes or accounts if by means of the removal, erasure, alteration or cancellation the officer, director, employee or agent intends to deceive another person.

(2) An officer, director, employee or agent of a shell entity that engages in any of the actions described in subsection (1) of this section in a submission to, or an interaction with, a public agency, as defined in ORS 180.750 (Definitions) , makes a false claim and is subject to a civil action as provided in ORS 180.750 (Definitions) to 180.785 (Remedy not exclusive) . [2019 c.174 §2]

Source: Section 65.992 — Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 58.085 — OR Code / Title 7 / Chapter 58 / Section 58.085
58.085 Who may incorporate
Status: in_force

One or more natural persons may act as incorporators of a professional corporation by delivering articles of incorporation to the Office of Secretary of State for filing. The articles of incorporation shall meet the requirements of the Oregon Business Corporation Act and, in addition, shall set forth:

(1) The professional service or services to be rendered through the corporation.

(2) Any other business purposes permitted under ORS 58.076 (Purposes for which professional corporation may be organized) . [1969 c.592 §7; 1971 c.200 §4; 1985 c.764 §4; 1987 c.94 §123a; 1993 c.235 §3; 1997 c.774 §5]

Source: Section 58.085 — Who may incorporate; contents of articles of incorporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 65.081 — OR Code / Title 7 / Chapter 65 / Section 65.081
65.081 Emergency powers
Status: in_force

(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 principal offices or regional offices or authorize the officers to do so.

(2) During an emergency defined in subsection (4) of this section, unless emergency bylaws provide otherwise:

(a) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication or radio; and

(b) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for purposes of the meeting, in order of the officer’s rank, and within the same rank in order of seniority, as necessary to achieve a quorum.

(3) Corporate action taken in good faith under this section to further the affairs of the corporation during an emergency binds the corporation. A corporate director, officer, employee or agent shall not be liable for deviation from normal procedures if the conduct was authorized by emergency powers provided in this chapter.

(4) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some present or imminent catastrophic event. [1989 c.1010 §30]

Source: Section 65.081 — Emergency powers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.721 — OR Code / Title 7 / Chapter 60 / Section 60.721
60.721 Registered office and registered agent of foreign corporation
Status: in_force

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 in this state and whose business office is identical to the registered office;

(b) A domestic corporation, domestic limited liability company, domestic professional corporation or domestic nonprofit corporation whose business office is identical to the registered office; or

(c) A foreign corporation, foreign limited liability company, foreign professional corporation or foreign nonprofit corporation authorized to transact business in this state whose business office is identical to the registered office. [1987 c.52 §161; 2001 c.315 §25]

Source: Section 60.721 — Registered office and registered agent of foreign corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.334 — OR Code / Title 7 / Chapter 65 / Section 65.334
65.334 Vacancy on board
Status: in_force

(1) Unless a corporation’s articles of incorporation or bylaws provide otherwise, and except as provided in subsections (2) and (3) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(a) The members entitled to vote for directors, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit or grouping are entitled to vote to fill the vacancy if the vacancy is filled by the members;

(b) The board of directors may fill the vacancy; or

(c) If the directors remaining in office constitute fewer than a quorum of the board of directors, the board of directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(2) Unless the articles of incorporation or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.

(3) If a vacant office was held by a designated director, the vacancy must be filled as provided in the articles of incorporation or bylaws. In the absence of an applicable provision in the articles of incorporation or bylaws, the board of directors may not fill the vacancy.

(4) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under ORS 65.321 (Resignation of directors) (2) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. [1989 c.1010 §80; 2019 c.174 §58]

Source: Section 65.334 — Vacancy on board , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 58.420 — OR Code / Title 7 / Chapter 58 / Section 58.420
58.420 Effective time and date of document
Status: in_force

(1) Except as provided in subsection (2) of this section and ORS 58.430 (Correcting filed document) , a document accepted for filing is effective on the date it is filed by the Secretary of State and at the time, if any, specified in the document as its effective time.

(2) If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date but no time, the document becomes effective on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed. [1987 c.94 §7]

Source: Section 58.420 — Effective time and date of document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 63.631 — OR Code / Title 7 / Chapter 63 / Section 63.631
63.631 Articles of dissolution
Status: in_force

At any time following dissolution of the limited liability company, the limited liability company may deliver to the office of the Secretary of State articles of dissolution setting forth:

(1) The name of the limited liability company; and

(2) The date the dissolution occurred. [1993 c.173 §60; 1995 c.93 §20]

Source: Section 63.631 — Articles of dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.674 — OR Code / Title 7 / Chapter 60 / Section 60.674
60.674 Asset distribution
Status: in_force

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 State Treasurer. 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 with the cash and another shall be delivered to the office for filing. The person entitled to the distribution may file a claim with the State Treasurer in the manner provided by ORS 98.392 (Claiming unclaimed property) and 98.396 (Determination of claim) . [1987 c.52 §154; 1993 c.694 §34; 2019 c.678 §47]

Source: Section 60.674 — Asset distribution; deposit with State Treasurer; claims , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.647 — OR Code / Title 7 / Chapter 60 / Section 60.647
60.647 Grounds for administrative dissolution
Status: in_force

The Secretary of State may commence a proceeding under ORS 60.651 (Procedure) 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 State when due;

(3) The corporation fails to comply with an order from the Secretary of State under ORS 60.032 (Investigations of violations of chapter) (1) or is the subject of a recommendation for dissolution from the Director of the Department of Revenue under ORS 60.032 (Investigations of violations of chapter) (3);

(4) The corporation is without a registered agent or registered office in this state;

(5) The corporation does not notify the Secretary of State that the corporation’s registered agent or registered office has changed, that the registered agent has resigned or that the registered office has been discontinued; or

(6) The corporation’s period of duration stated in the articles of incorporation expires. [1987 c.52 §146; 2017 c.705 §14]

Source: Section 60.647 — Grounds for administrative dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.721 — OR Code / Title 7 / Chapter 65 / Section 65.721
65.721 Registered office and registered agent of foreign corporation
Status: in_force

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 company or domestic professional corporation with an office in this state; or

(c) A foreign nonprofit corporation, foreign business corporation, foreign limited liability company or foreign professional corporation authorized to transact business in this state with an office in this state; and

(2) A registered office of the foreign corporation, which shall be the address, including street and number, of the residence or office of the registered agent. [1989 c.1010 §153; 2001 c.315 §30]

Source: Section 65.721 — Registered office and registered agent of foreign corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.845 — OR Code / Title 7 / Chapter 60 / Section 60.845
60.845 Greater vote of shareholders prohibited
Status: in_force

No provision of any articles of incorporation or bylaws shall require a greater vote of shareholders than that specified in ORS 60.825 (Definitions for ORS 60.825 to 60.845) to 60.845 (Greater vote of shareholders prohibited) for any vote of shareholders required by ORS 60.825 (Definitions for ORS 60.825 to 60.845) to 60.845 (Greater vote of shareholders prohibited) . [1991 c.40 §6]

Source: Section 60.845 — Greater vote of shareholders prohibited , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.813 — OR Code / Title 7 / Chapter 65 / Section 65.813
65.813 Consultants
Status: in_force

(1) Within the time periods specified in ORS 65.809 (Time for Attorney General decision) , and for the purpose of evaluating the factors identified in ORS 65.811 (Disapproval of proposed transfer of assets) , 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 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 in the Attorney General’s review of the proposed transaction. The consultants shall be qualified and expert in the type of transactions under review. Before engaging any consultant, the Attorney General shall communicate with the parties to the proposed transaction regarding the engagement.

(2) The cost of any contract authorized under subsection (1) of this section shall be no more than is reasonably necessary to conduct the Attorney General’s review and evaluation. Any contract entered into by the Attorney General under this section shall be exempt from the requirements of ORS chapters 279A and 279B, except ORS 279B.235 (Condition concerning hours of labor) . All contract costs incurred by the Attorney General under this section must be paid by the party to whom the transfer is to be made as described in ORS 65.803 (Hospitals operated by nonprofit corporation) (1).

(3) The Attorney General, by rule, may impose an application fee for costs incurred in reviewing and evaluating the proposed transaction. The fee must be paid by the party to whom the transfer is to be made as described in ORS 65.803 (Hospitals operated by nonprofit corporation) (1). [1997 c.291 §8; 2003 c.794 §195]

Source: Section 65.813 — Consultants; cost; rules; fee , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.175 — OR Code / Title 7 / Chapter 63 / Section 63.175
63.175 Contributions
Status: in_force

The contributions of a member to the limited liability company may consist of cash, property, services rendered, a promissory note or other obligation to contribute cash or property or to perform services. [1993 c.173 §36]

Source: Section 63.175 — Contributions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.304 — OR Code / Title 7 / Chapter 65 / Section 65.304
65.304 Qualifications of directors
Status: in_force

All directors must be individuals. The articles of incorporation or bylaws may prescribe other qualifications for directors. [1989 c.1010 §71]

Source: Section 65.304 — Qualifications of directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 70.130 — OR Code / Title 7 / Chapter 70 / Section 70.130
70.130 Voting rights
Status: in_force

Subject to ORS 70.135 (Liability of limited partner) , the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon any matter. [1985 c.677 §19]

Source: Section 70.130 — Voting rights , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 62.370 — OR Code / Title 7 / Chapter 62 / Section 62.370
62.370 Civil action for inducing breach of contract with cooperative or spreading false reports about cooperative
Status: in_force

In addition to the remedies provided in ORS 62.365 (Relief against breach or threatened breach of contract) (2), any person who knowingly and maliciously induces or attempts to induce any member of a cooperative to breach a contract of the member with the cooperative authorized by ORS 62.355 (Cooperative contracts) , or who knowingly and maliciously spreads any false report about the finances or management of a cooperative is liable, in a civil action, to the cooperative aggrieved, in the penal sum of $500 for each offense. [1957 c.716 §72]

Source: Section 62.370 — Civil action for inducing breach of contract with cooperative or spreading false reports about cooperative , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 63.771 — OR Code / Title 7 / Chapter 63 / Section 63.771
63.771 Limited liability company records
Status: in_force

(1) Each limited liability company shall keep at an office specified in the manner provided in any operating agreement or, if none, at the registered office, the following:

(a) A current list of the full name and last-known business, residence or mailing address of each member and manager, both past and present.

(b) A copy of the articles of organization and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed.

(c) Copies of the limited liability company’s federal, state and local income tax returns and reports, if any, for the three most recent years.

(d) Copies of any currently effective written operating agreements and all amendments thereto, copies of any writings permitted or required under this chapter, and copies of any financial statements of the limited liability company for the three most recent years.

(e) Unless contained in a written operating agreement or in a writing permitted or required under this chapter, a statement prepared and certified as accurate by a manager of the limited liability company which describes:

(A) The amount of cash and a description and statement of the agreed value of other property or services contributed by each member and which each member has agreed to contribute in the future;

(B) The times at which or events on the occurrence of which any additional contributions agreed to be made by each member are to be made; and

(C) If agreed upon, the time at which or the events on the occurrence of which the limited liability company is dissolved and its affairs wound up.

(2) Any limited liability company records are subject to inspection and copying at the reasonable request, and at the expense, of any member during ordinary business hours.

(3) Failure of the limited liability company to keep or maintain any of the records or information required pursuant to this section shall not be grounds for imposing liability on any person for the debts and obligations of the limited liability company. [1993 c.173 §96; 1999 c.86 §22]

Source: Section 63.771 — Limited liability company records , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 58.035 — OR Code / Title 7 / Chapter 58 / Section 58.035
58.035 Application to persons licensed to render professional services
Status: in_force

Except as provided in ORS 58.037 (Application to joint and several liability of shareholders of corporation organized under ORS chapter 60 for purpose of rendering professional services) , this chapter does not affect the right of persons licensed to render professional service or services within this state from so doing in any other business form permitted them by law, rules and regulations of the regulatory board of their profession and standards of professional conduct of their profession. [1969 c.592 §4; 1993 c.235 §2]

Source: Section 58.035 — Application to persons licensed to render professional services , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 63.209 — OR Code / Title 7 / Chapter 63 / Section 63.209
63.209 Expulsion of member
Status: in_force

(1) A member may be expelled from a limited liability company:

(a) In accordance with a written provision in the articles of organization or any operating agreement; or

(b) Except as otherwise provided in writing in the articles of organization or any operating agreement, by a court, upon application of any member, if the court determines that:

(A) The member has been guilty of wrongful conduct that adversely and materially affects the business or affairs of the limited liability company; or

(B) The member has willfully or persistently committed a material breach of the articles of organization or any operating agreement or otherwise breached a duty owed to the limited liability company or the other members to the extent that it is not reasonably practicable to carry on the business or affairs of the limited liability company with that member.

(2) The power of a limited liability company to expel a member pursuant to this section does not limit or adversely affect any right or power of the limited liability company to recover any damages or to pursue any other remedies provided for in the articles of organization or any operating agreement or permitted under applicable law or at equity. The limited liability company, in addition to any of its other remedies, may offset any such damages against any amounts otherwise distributable or payable to the expelled member. [1993 c.173 §42; 1995 c.93 §10]

Source: Section 63.209 — Expulsion of member , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 63.473 — OR Code / Title 7 / Chapter 63 / Section 63.473
63.473 Action on plan of conversion
Status: in_force

(1) A plan of conversion shall be approved as follows:

(a) In the case of a limited liability company, by a majority vote of its members, or by a greater vote if required by its articles of organization or any operating agreement.

(b) In the case of a business entity other than a limited liability company, as provided by the statutes governing that business entity.

(2) After a conversion is approved, and at any time before articles of conversion are filed, the planned conversion may be abandoned, subject to any contractual rights:

(a) By a limited liability company, without further action by the members, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, in the manner determined by the managers.

(b) By a converting business entity that is not a limited liability company, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, in the manner permitted by the statutes governing that business entity. [1999 c.362 §33]

Source: Section 63.473 — Action on plan of conversion , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 63.431 — OR Code / Title 7 / Chapter 63 / Section 63.431
63.431 Operating agreement
Status: in_force

(1) An operating agreement of a limited liability company may provide for the regulation and management of the affairs of the limited liability company in any manner not inconsistent with law or the articles of organization.

(2) The power to adopt, alter, amend or repeal an operating agreement of a limited liability company shall be vested in the members of the limited liability company, or for a single member limited liability company, in the sole member of the limited liability company, unless otherwise vested in a manager or managers of the limited liability company by the articles of organization or any operating agreement.

(3) The members may amend or repeal any operating agreement even if the articles of organization or any operating agreement provide that a manager or managers may amend or repeal an operating agreement. [1993 c.173 §70; 1997 c.646 §8]

Source: Section 63.431 — Operating agreement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 63.074 — OR Code / Title 7 / Chapter 63 / Section 63.074
63.074 Purposes
Status: in_force

(1) Except as otherwise provided by the laws of the state and in this section, a limited liability company formed under this chapter may conduct or promote any lawful business or purpose that a partnership, corporation or professional corporation as defined in ORS 58.015 (Definitions) may conduct or promote, unless the articles of organization set forth a more limited purpose. A person may not organize a limited liability company under this chapter for any illegal purpose or with an intent to fraudulently conceal any business activity from another person or a governmental agency.

(2) Subject to the laws of the state, the rules and regulations of a regulatory board of a profession, if any, and the standards of professional conduct of the profession, if any, a limited liability company or members of the limited liability company may render professional service in this state. Notwithstanding any other law, members of a limited liability company, including members who are managers, and who are also professionals, as defined in ORS 58.015 (Definitions) , are personally liable as members of the limited liability company to the same extent and in the same manner as provided for shareholders of a professional corporation in ORS 58.185 (Liabilities of employees, shareholders and the corporation) and 58.187 (Revision of limitations on liability in ORS 58.185 to reflect inflation or deflation) and as otherwise provided in this chapter.

(3) A business that is subject to regulation under another statute of the state may not be organized under this chapter if the business is required to be organized only under the other statute. [1993 c.173 §19; 1995 c.93 §4; 1995 c.327 §4a; 1997 c.774 §11; 2017 c.705 §21]

Source: Section 63.074 — Purposes; prohibition on illegal purposes , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 62.511 — OR Code / Title 7 / Chapter 62 / Section 62.511
62.511 Incorporators
Status: in_force

One or more individuals 18 years of age or older, a domestic or foreign corporation or cooperative, a partnership or an association may act as incorporators of a cooperative by delivering articles of incorporation to the Office of Secretary of State for filing. [1995 c.195 §24]

Source: Section 62.511 — Incorporators; articles of incorporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 70.005 — OR Code / Title 7 / Chapter 70 / Section 70.005
70.005 Definitions
Status: in_force

As used in this chapter:

(1) “Certificate of limited partnership” means the certificate referred to in ORS 70.075 (Formation of limited partnership) , and the certificate as amended, articles of conversion and articles of merger.

(2) “Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, that a partner contributes to a limited partnership in the capacity as a partner.

(3) “Corporation” or “domestic corporation” means a corporation for profit incorporated under ORS chapter 60.

(4) “Domestic limited liability company” means an entity that is an unincorporated association having one or more members and that is organized under ORS chapter 63.

(5) “Domestic nonprofit corporation” means a corporation not for profit incorporated under ORS chapter 65.

(6) “Domestic professional corporation” means a corporation organized under ORS chapter 58 for the purpose of rendering professional services and for the purposes provided under ORS chapter 58.

(7) “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in ORS 70.180 (When person ceases to be general partner) .

(8) “Foreign corporation” means a corporation for profit incorporated under laws other than the laws of this state.

(9) “Foreign limited liability company” means an entity that is an unincorporated association organized under laws other than the laws of this state and that is organized under a statute under which an association may be formed that affords to each of the entity’s members limited liability with respect to liabilities of the entity.

(10) “Foreign limited partnership” means a partnership formed under laws other than the laws of this state and having as partners one or more general partners and one or more limited partners.

(11) “Foreign nonprofit corporation” means a corporation not for profit organized under laws other than the laws of this state.

(12) “Foreign professional corporation” means a professional corporation organized under laws other than the laws of this state.

(13) “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.

(14) “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

(15) “Limited partnership” and “domestic limited partnership” mean a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.

(16) “Partner” means a limited or general partner.

(17) “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of the business of the limited partnership.

(18) “Partnership interest” means a partner’s share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

(19) “Person” means an individual, partnership, limited partnership (domestic or foreign), association or corporation. [1985 c.677 §2; 1987 c.414 §65; 1987 c.543 §1; 1999 c.362 §53; 2001 c.315 §36; 2005 c.107 §5; 2009 c.14 §5; 2009 c.294 §9]

Source: Section 70.005 — Definitions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 67.600 — OR Code / Title 7 / Chapter 67 / Section 67.600
67.600 Eligibility for registration as a limited liability partnership
Status: in_force

(1) Notwithstanding any other provision of this chapter, a partnership, not including a limited partnership, may register as a limited liability partnership or apply for authority as a foreign limited liability partnership only if it:

(a) Renders professional service; or

(b) Is affiliated with a limited liability partnership or a foreign limited liability partnership that renders professional service and renders services related to or complementary to the professional service rendered by, or provides services or facilities to, the limited liability partnership or foreign limited liability partnership that renders professional service.

(2) For purposes of subsection (1) of this section, a partnership is affiliated with a limited liability partnership or foreign limited liability partnership that renders professional services if:

(a) At least a majority of partners in one partnership are partners in the other partnership;

(b) At least a majority of the partners in each partnership also are partners or hold interest in another person and each partnership renders services pursuant to an agreement with such other person; or

(c) One partnership directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the other partnership.

(3) The terms and conditions by which a partnership becomes a limited liability partnership and a decision to cancel registration as a limited liability partnership must be approved by either:

(a) The vote of the partners necessary to amend the partnership agreement; or

(b) In the case of a partnership agreement that includes provisions that expressly address the obligations of partners to make contributions to cover partnership losses, the vote of the partners necessary to amend such provisions. [Formerly 67.500]

Source: Section 67.600 — Eligibility for registration as a limited liability partnership; required vote , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 59.265 — OR Code / Title 7 / Chapter 59 / Section 59.265
59.265 Procedure when assets or capital of broker-dealer or investment adviser found impaired
Status: in_force

(1) When the Director of the Department of Consumer and Business Services ascertains that the assets or capital of any broker-dealer not otherwise registered under section 15 of the Securities Exchange Act of 1934, as amended, or state investment adviser that has its principal place of business in this state are impaired, or that such person’s affairs are in an unsound condition, the director may take possession of all the property, business and assets of such person located in this state and retain possession of them pending the further proceedings specified in this section. The director shall inventory the assets and liabilities of such person. The director shall file one copy of the inventory in the office of the director and one copy in the office of the clerk of the circuit court of the county in which the principal place of business of such person is located, and shall mail one copy to each shareholder or partner of such person at the last-known address of the shareholder or partner. The clerk of the court shall file the inventory as a pending proceeding and give it a case number.

(2) If any person refuses to permit the director to take such possession, the director may apply to the circuit court of the county in which the principal place of business of such person is located for an order appointing a receiver, who may be the director, to take such possession.

(3) If the deficiency in assets or capital has not been made good or the unsound condition remedied within 60 days from the date when the director or receiver took possession, the property, business and assets of such person located in this state shall be liquidated. If a receiver has not been appointed, the director shall apply for such appointment by the court in which the inventory was filed. The liquidation shall proceed as provided by law for liquidation of a private corporation in receivership.

(4) The expenses of the receiver and compensation of counsel, as well as all expenditures required in the liquidation proceedings, shall be fixed by the director, subject to the approval of the court, and, upon certification by the director, shall be paid out of the funds in the hands of the director as such receiver. [1967 c.537 §24; 1987 c.603 §18; 1993 c.508 §38; 1997 c.772 §24; 2003 c.576 §186]

Source: Section 59.265 — Procedure when assets or capital of broker-dealer or investment adviser found impaired; involuntary liquidation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 67.165 — OR Code / Title 7 / Chapter 67 / Section 67.165
67.165 Continuation of partnership beyond definite term or particular undertaking
Status: in_force

(1) If a partnership for a definite term or particular undertaking is continued without an express agreement after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion so far as is consistent with a partnership at will.

(2) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership and all partners have notice of such continuation, there is a rebuttable presumption that the partners have agreed that the partnership will continue. [1997 c.775 §22]

Source: Section 67.165 — Continuation of partnership beyond definite term or particular undertaking , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 67.115 — OR Code / Title 7 / Chapter 67 / Section 67.115
67.115 Liability of purported partner
Status: in_force

(1) If a person, by words or conduct, purports to be a partner or consents to being represented by another as a partner in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made if that person relying on the false representation enters into a transaction with the actual or purported partnership. If the false representation is made in a public manner, the purported partner is liable to a person who relies upon it even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.

(2) A person falsely represented to be a partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.

(3) Except as otherwise provided in subsections (1) and (2) of this section, persons who are not partners to each other are not liable as partners to other persons. [1997 c.775 §16]

Source: Section 67.115 — Liability of purported partner , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 62.720 — OR Code / Title 7 / Chapter 62 / Section 62.720
62.720 Presumption of abandonment
Status: in_force

(1) All intangible property distributable in the course of a voluntary or involuntary dissolution of a cooperative that is unclaimed by the owner within two years after the date for final distribution is presumed abandoned. Such property is subject to the provisions of ORS 98.302 (Definitions for ORS 98.302 to 98.436) to 98.436 (Short title) and 98.992 (Penalty for failure to report, pay or deliver property under ORS 98.302 to 98.436) , except that with respect to agricultural cooperatives, a copy of the report of unclaimed property filed with the State Treasurer under ORS 98.352 (Report of abandoned property) shall also be filed with Oregon State University.

(2) All unclaimed property specified in the report required by ORS 98.352 (Report of abandoned property) shall be paid or delivered to the State Treasurer. Any person that pays or delivers unclaimed property to the State Treasurer under this section is relieved of all liability to the extent of the value of the property paid or delivered for any claim made in respect to the property.

(3) The State Treasurer shall reconcile the report to the delivered funds, deduct the costs as provided for in subsection (4) of this section and forward the balance of the funds to Oregon State University within 14 working days of receipt of the funds.

(4) All funds received by Oregon State University under subsection (3) of this section shall be used in such programs related to agricultural research as the university may determine except for:

(a) The payment of claims that may be made pursuant to this section;

(b) The payment of expenses of mailing and publication in connection with any unclaimed property;

(c) Reasonable service charges; and

(d) Expenses of the State Treasurer in connection with claims made pursuant to ORS 98.392 (Claiming unclaimed property) to 98.402 (Hearing on claim) .

(5) The provisions of ORS 98.392 (Claiming unclaimed property) , 98.396 (Determination of claim) and 98.402 (Hearing on claim) are applicable to claims against unclaimed property delivered to Oregon State University pursuant to this section. Oregon State University shall pay such claims from funds delivered to it pursuant to this section within 30 days of receipt of a verified copy of a finding and decision of the State Treasurer made pursuant to ORS 98.396 (Determination of claim) or a certified copy of a judgment made pursuant to ORS 98.402 (Hearing on claim) .

(6) As used in this section, “agricultural cooperative” means any cooperative in which farmers act together in producing, processing, preparing for market, handling or marketing the agricultural products of such farmers, and any cooperative in which farmers act together in purchasing, testing, grading, processing, distributing and furnishing farm supplies or farm business services.

(7) The provisions of this section are applicable with respect to the voluntary or involuntary dissolution of any cooperative, if the dissolution was commenced on or after January 1, 1970. [1974 c.2 §§1,2,3; 1985 c.565 §7; 1987 c.94 §127; 1993 c.694 §35; 1995 c.79 §16; 2015 c.767 §47; 2019 c.678 §48]

Note: 62.720 (Presumption of abandonment) was enacted into law by the Legislative Assembly, but was not added to or made a part of ORS chapter 62 or any series therein by legislative action. See Preface to Oregon Revised Statutes for further explanation.

Source: Section 62.720 — Presumption of abandonment; procedure for agriculture cooperatives and others , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.204 — OR Code / Title 7 / Chapter 60 / Section 60.204
60.204 Special meeting
Status: in_force

(1) A corporation shall hold a special meeting of shareholders:

(a) On call of the board of directors of the corporation or of a person that the articles of incorporation or bylaws authorize to call the meeting; or

(b) Except as provided in this paragraph and in subsection (2) of this section, if the holders of at least 10 percent of all votes entitled to be cast on any issue proposed for consideration at the proposed special meeting sign, date and deliver to the corporation’s secretary one or more written demands for the meeting that describe the purpose or purposes for which the meeting is to be held. The articles of incorporation may fix a lower percentage or a higher percentage not exceeding 25 percent of all the votes entitled to be cast on any issue proposed for consideration. Unless otherwise provided in the articles of incorporation, a shareholder who signed the original demand for a special meeting may revoke the shareholder’s demand by signing a writing that contains a revocation. The revocation is effective if the corporation receives the writing before the corporation receives a demand sufficient to require the corporation to hold a special meeting.

(2) A publicly traded corporation shall hold a special meeting at the demand of shareholders of the publicly traded corporation only if the articles of incorporation or bylaws authorize the shareholders to demand a special meeting. The articles of incorporation or bylaws may also specify what percentage of votes entitled to be cast on an issue proposed for consideration at the special meeting will be necessary to require the publicly traded corporation to hold the special meeting.

(3) If not otherwise fixed under ORS 60.207 (Court-ordered meeting) or 60.221 (Record date) , the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

(4) A special shareholders’ meeting may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or at a place the board of directors specifies, provided that the board’s specification is not inconsistent with the bylaws. If the board of directors does not determine that the special meeting will occur solely by means of remote communication and a place for the special meeting is not stated in or otherwise fixed in accordance with the bylaws, the special meeting must be held at the corporation’s principal office.

(5) Only business within the purpose or purposes described in the meeting notice required by ORS 60.214 (Notice of meeting) (3) may be conducted at a special shareholders’ meeting.

(6) As used in this section, “publicly traded corporation” means a corporation the shares of which are traded on an established exchange or securities market that is subject to the regulatory authority of a state, the United States, a foreign government or an agency of a state, the United States or a foreign government. [1987 c.52 §50; 2003 c.80 §3; 2009 c.362 §1; 2013 c.274 §3]

Source: Section 60.204 — Special meeting , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 58.355 — OR Code / Title 7 / Chapter 58 / Section 58.355
58.355 Suspension, revocation or refusal of certificate of registration
Status: in_force

(1) The regulatory board may suspend, revoke or refuse to issue or renew any certificate of registration for any of the following reasons:

(a) The revocation or suspension of the license of any officer, director, shareholder or employee not promptly suspended or discharged by the corporation;

(b) The death of the last remaining shareholder; or

(c) Upon finding that the holder of or applicant for a certificate has failed to comply with the provisions of this chapter or the regulations prescribed by the regulatory board pursuant to this chapter.

(2) Before any certificate of registration is denied, suspended or revoked by the regulatory board, notice and hearing shall be provided in accordance with ORS 183.413 (Notice to parties before hearing of rights and procedure) to 183.470 (Orders in contested cases) .

(3) Except as provided in ORS 58.365 (Oregon State Bar as regulating board for attorneys) , any corporation may appeal from the final order of the regulatory board as provided in ORS 183.480 (Judicial review of agency orders) . [1969 c.592 §26; 1973 c.612 §8; 1993 c.235 §22; 2007 c.288 §6]

Source: Section 58.355 — Suspension, revocation or refusal of certificate of registration , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 60.217 — OR Code / Title 7 / Chapter 60 / Section 60.217
60.217 Waiver of notice
Status: in_force

(1) A shareholder may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. The waiver must be in writing, be signed by the shareholder entitled to the notice and be delivered to the corporation for inclusion in the minutes for filing with the corporate records.

(2) A shareholder’s attendance at a meeting waives objection to:

(a) Lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(b) Consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. [1987 c.52 §54]

Source: Section 60.217 — Waiver of notice , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.430 — OR Code / Title 7 / Chapter 62 / Section 62.430
62.430 Payments in name of deceased owner of capital credits or retains in cooperative
Status: in_force

(1) If authorized by the bylaws, a cooperative may pay the following persons up to $10,000 in redemption or refund of capital credits or retains recorded on the books and records of the cooperative in the name of a deceased owner thereof:

(a) The surviving spouse of the deceased owner;

(b) If there is no surviving spouse, the deceased owner’s surviving children 18 years of age or older;

(c) If the deceased owner left no surviving spouse or surviving children 18 years of age or older, the deceased owner’s surviving parents; or

(d) If there is no surviving spouse, surviving children 18 years of age or older or surviving parent, the deceased owner’s surviving brothers and sisters 18 years of age or older.

(2) The affidavit of the person claiming payment shall:

(a) State where and when the deceased owner died;

(b) State that the total face value of the capital credits or retains of the deceased owner in the cooperative does not exceed $10,000 and that they are free and clear of any security interest or other lien or encumbrance;

(c) Show the relationship of the affiant or affiants to the deceased owner;

(d) Embody a promise to pay the expenses of last sickness, funeral expenses and just debts of the deceased owner out of the capital credits or retains to be redeemed or refunded to the full extent thereof if necessary, and to distribute any balance to those persons entitled thereto by law; and

(e) State any other information deemed appropriate by the cooperative.

(3) A cooperative is under no obligation to determine the relationship of the affiant to the deceased owner, or to determine other than from its books and records whether the deceased owner’s capital credits or retains are subject to a security interest or other lien or encumbrance. Payment made in good faith to the person making the affidavit is a full acquittance and release of the cooperative for the amount so paid.

(4) A probate proceeding is not necessary to establish the right of the surviving spouse, surviving children, surviving parent or surviving brothers and sisters to obtain payment of the capital credits or retains as provided by this section. However, if a personal representative is appointed in an estate of a deceased member or patron whose capital credits or retains have been redeemed or refunded under this section, the person or persons signing the affidavit shall account for them to the personal representative.

(5) Nothing in this section shall abrogate the rights of a cooperative set forth in ORS 62.235 (Recall, exchange or redemption of stock or other evidence of equity by cooperative) , and a cooperative’s right to set off from a deceased owner’s capital credits or retains any debts owed to the cooperative by the deceased owner. This section shall not require that redemption or refund of capital credits or retains be made in accordance with this section, or otherwise limit or affect the manner in which a cooperative may pay, redeem, refund, administer or distribute its net savings, or any retains thereof, capital credits or other equity interests, nor shall it be deemed or construed to impose any further obligation or liability on a cooperative in its payment or redemption of retains in excess of $10,000.

(6) Notwithstanding any provision of this section, if the cooperative’s books and records reflect that the deceased owner’s capital credits or retains are subject to a security interest or other encumbrance, the cooperative shall not be relieved of any liability arising from the security interest or the encumbrance if the redemption or refund of capital credits is made to the person making the affidavit under this section. [1995 c.195 §31; 1999 c.377 §1]

Source: Section 62.430 — Payments in name of deceased owner of capital credits or retains in cooperative , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 62.265 — OR Code / Title 7 / Chapter 62 / Section 62.265
62.265 Voting by members
Status: in_force

(1) Each member is entitled to one vote with respect to a matter that is subject to a vote at any member meeting, except that bylaws may authorize voting according to actual, estimated or potential patronage, or a combination of voting according to actual, estimated or potential patronage. Shares of stock do not have voting power except in the specific instances authorized by this chapter.

(2) Members may not vote by proxy, except that a member that is a corporation, association or partnership may designate a representative to cast the member’s vote. In the absence of written notice that a member has designated a person other than a natural person to represent the member, the member’s principal officers may represent the member. If the bylaws of a cooperative provide for forming districts and electing delegates at district meetings to represent the districts in member meetings, such representation is not voting by proxy and the delegates shall cast the votes to which the members that the delegates represent are entitled on matters that mail ballots submitted to all members do not cover.

(3) Intentionally left blank —Ed.

(a) If the bylaws so provide and a member consents, the board may submit to the member for a vote by written ballot or by electronic means any question, including the election of directors, that is subject to a vote at a member meeting. The ballot must be mailed or, if the member consents to receive a ballot by electronic means, communicated by electronic transmission, along with the notice of the meeting. The ballot may be cast if the member’s signature authenticates the ballot. A vote cast by this method must be counted as if the member were present and voting in person.

(b) As used in this subsection, “electronic means” means a method of voting that complies with ORS 84.001 (Short title) to 84.061 (Federal electronic signatures law partially superseded) .

(4) The bylaws may set forth provisions with respect to the methods and procedures for voting that are consistent with this chapter. [1957 c.716 §21; 2015 c.113 §4; 2016 c.2 §2]

Source: Section 62.265 — Voting by members , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 56.014 — OR Code / Title 7 / Chapter 56 / Section 56.014
56.014 Secretary of State as filing officer
Status: in_force

(1) The Secretary of State is the filing officer under ORS chapters 58, 60, 62, 63, 65, 67, 70, 554, 647 and 648 and ORS 128.560 (“Business trust” described) to 128.600 (Filing, service, copying and certification fees) , 649.010 (Definitions for ORS 649.010 to 649.080) to 649.080 (Unauthorized display of name or insignia of motor vehicle association) , 649.990 (Penalties) and 661.210 (Counterfeiting of union label and possession or sale thereof prohibited) to 661.280 (Attorney fees) .

(2) The duties, powers and authority of the Secretary of State under this chapter apply to the Secretary of State’s functions under ORS chapters 58, 60, 62, 63, 65, 67, 70, 554, 647 and 648 and ORS 128.560 (“Business trust” described) to 128.600 (Filing, service, copying and certification fees) , 649.010 (Definitions for ORS 649.010 to 649.080) to 649.080 (Unauthorized display of name or insignia of motor vehicle association) , 649.990 (Penalties) and 661.210 (Counterfeiting of union label and possession or sale thereof prohibited) to 661.280 (Attorney fees) . [1987 c.414 S.55; 1993 c.66 §1; 1995 c.215 §1; 1995 c.689 §34; 1997 c.775 §86; 1999 c.652 §1]

Note: Section 2, chapter 34, Oregon Laws 2023, provides:

Sec. 2. A document the Secretary of State filed in accordance with ORS 60.004 (Filing requirements) , 63.004 (Filing requirements) or 65.004 (Filing requirements) between January 1, 2020, and the effective date of this 2023 Act [September 24, 2023] is not invalid solely because the Secretary of State accepted the document for filing without a declaration required under ORS 60.004 (Filing requirements) (2)(b), 63.004 (Filing requirements) (2)(b) or 65.004 (Filing requirements) (2)(b). [2023 c.34 §2]

Source: Section 56.014 — Secretary of State as filing officer; duties , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 63.721 — OR Code / Title 7 / Chapter 63 / Section 63.721
63.721 Registered office and registered agent of foreign limited liability company
Status: in_force

Each foreign limited liability company 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 in this state and whose business office is identical to the registered office;

(b) A domestic limited liability company, a domestic corporation, a domestic professional corporation or a domestic nonprofit corporation whose business office is identical to the registered office; or

(c) A foreign limited liability company, a foreign corporation, a foreign professional corporation or a foreign nonprofit corporation authorized to transact business in this state whose business office is identical to the registered office. [1993 c.173 §81; 2001 c.315 §28]

Source: Section 63.721 — Registered office and registered agent of foreign limited liability company , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 58.134 — OR Code / Title 7 / Chapter 58 / Section 58.134
58.134 Application for authority to transact business
Status: in_force

A foreign professional corporation may apply for authority to transact business in this state by delivering an application to the Office of Secretary of State for filing. The application must meet the requirements of ORS 60.707 (Application for authority to transact business) , and, in addition, shall set forth:

(1) The professional service or services to be rendered in this state through the foreign professional corporation; and

(2) Any other business purposes permitted under ORS 58.076 (Purposes for which professional corporation may be organized) . [1987 c.94 §21; 1993 c.235 §7; 1999 c.486 §2]

Source: Section 58.134 — Application for authority to transact business , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 58.365 — OR Code / Title 7 / Chapter 58 / Section 58.365
58.365 Oregon State Bar as regulating board for attorneys
Status: in_force

(1) For the purpose of this chapter the regulatory board for attorneys shall be the Board of Governors of the Oregon State Bar.

(2) Appeal under ORS 58.355 (Suspension, revocation or refusal of certificate of registration) from determinations of the Board of Governors of the Oregon State Bar shall be directly to the Supreme Court of the State of Oregon, and the procedure for appeal to the Supreme Court shall be the same as procedure for appeal to the Court of Appeals under ORS 58.355 (Suspension, revocation or refusal of certificate of registration) from decisions of regulatory boards other than the Board of Governors of the Oregon State Bar.

(3) The Supreme Court of the State of Oregon shall have the power to make rules and regulations regarding certification or registration of corporations organized to provide legal service, not inconsistent with this chapter. [1969 c.592 §27; 1973 c.612 §9; 1993 c.235 §23]

Source: Section 58.365 — Oregon State Bar as regulating board for attorneys; appeals from Oregon State Bar to Supreme Court; rules applicable to corporations rendering legal services , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 60.557 — OR Code / Title 7 / Chapter 60 / Section 60.557
60.557 Dissent by nominees and beneficial owners
Status: in_force

(1) A record shareholder may assert dissenters’ rights as to fewer than all the shares registered in the shareholder’s name only if the shareholder dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf the shareholder asserts dissenters’ rights. The rights of a partial dissenter under this subsection are determined as if the shares regarding which the shareholder dissents and the shareholder’s other shares were registered in the names of different shareholders.

(2) A beneficial shareholder may assert dissenters’ rights as to shares held on the beneficial shareholder’s behalf only if:

(a) The beneficial shareholder submits to the corporation the record shareholder’s written consent to the dissent not later than the time the beneficial shareholder asserts dissenters’ rights; and

(b) The beneficial shareholder does so with respect to all shares of which such shareholder is the beneficial shareholder or over which such shareholder has power to direct the vote. [1987 c.52 §126]

Source: Section 60.557 — Dissent by nominees and beneficial owners , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.531 — OR Code / Title 7 / Chapter 65 / Section 65.531
65.531 Sale of assets in regular course of activities
Status: in_force

(1) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:

(a) Sell, lease, exchange or otherwise dispose of all or substantially all of its property in the usual and regular course of its activities; or

(b) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.

(2) Unless required by the articles of incorporation, approval by the members or any other person of a transaction described in subsection (1) of this section is not required. [1989 c.1010 §126]

Source: Section 65.531 — Sale of assets in regular course of activities; mortgage of assets , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 70.405 — OR Code / Title 7 / Chapter 70 / Section 70.405
70.405 Status of plaintiff
Status: in_force

In a derivative action, the plaintiff must be a partner when the plaintiff brings the action and:

(1) The plaintiff must have been a partner at the time of the transaction of which the plaintiff complains; or

(2) The plaintiff’s status as a partner must have devolved upon the plaintiff from a person who was a partner at the time of the transaction. [1985 c.677 §58]

Source: Section 70.405 — Status of plaintiff , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.207 — OR Code / Title 7 / Chapter 60 / Section 60.207
60.207 Court-ordered meeting
Status: in_force

(1) The circuit court of the county where a corporation’s principal office is located, or, if the principal office is not in this state, where the registered office of the corporation is or was last located, may summarily order a meeting to be held:

(a) On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six months after the end of the corporation’s fiscal year or 15 months after the corporation’s last annual meeting;

(b) On application of a shareholder who signed a demand for a special meeting valid under ORS 60.204 (Special meeting) and notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation’s secretary or the special meeting was not held in accordance with the notice; or

(c) In accordance with ORS 60.291 (Judicial review of corporate action) for the purpose of approving a ratification of a defective corporate action, as defined in ORS 60.270 (Definitions for ORS 60.270 to 60.291) .

(2) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters and enter other orders necessary to accomplish the purpose or purposes of the meeting.

(3) The shareholders’ request must be set for hearing at the earliest possible time and must take precedence over all matters, except matters of the same character and hearings on preliminary injunctions under ORCP 79 B(3). The court may not issue an order under this section without notice to the corporation at least five days in advance of the time specified for the hearing unless the court fixes a different period in the order. [1987 c.52 §51; 2019 c.325 §21]

Source: Section 60.207 — Court-ordered meeting , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).