ORS § 59.115 — OR Code / Title 7 / Chapter 59 / Section 59.115
59.115 Liability in connection with sale or successful solicitation of sale of securities
Status: in_force

(1) A person is liable as provided in subsection (2) of this section to a purchaser of a security if the person:

(a) Sells or successfully solicits the sale of a security, other than a federal covered security, in violation of the Oregon Securities Law or of any condition, limitation or restriction imposed upon a registration or license under the Oregon Securities Law; or

(b) Sells or successfully solicits the sale of a security in violation of ORS 59.135 (Fraud and deceit with respect to securities or securities business) (1) or (3) or by means of an untrue statement of a material fact or an omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading (the buyer not knowing of the untruth or omission), and who does not sustain the burden of proof that the person did not know, and in the exercise of reasonable care could not have known, of the untruth or omission.

(2) The purchaser may recover:

(a) Upon tender of the security, the consideration paid for the security, and interest from the date of payment equal to the greater of the rate of interest specified in ORS 82.010 (Legal rate of interest) for judgments for the payment of money or the rate provided in the security if the security is an interest-bearing obligation, less any amount received on the security; or

(b) If the purchaser no longer owns the security, damages in the amount that would be recoverable upon a tender, less the value of the security when the purchaser disposed of it and less interest on such value at the rate of interest specified in ORS 82.010 (Legal rate of interest) for judgments for the payment of money from the date of disposition.

(3) Every person who directly or indirectly controls a seller liable under subsection (1) of this section, every partner, limited liability company manager, including a member who is a manager, officer or director of such seller, every person occupying a similar status or performing similar functions, and every person who participates or materially aids in the sale is also liable jointly and severally with and to the same extent as the seller, unless the nonseller sustains the burden of proof that the nonseller did not know, and, in the exercise of reasonable care, could not have known, of the existence of facts on which the liability is based. Any person held liable under this section shall be entitled to contribution from those jointly and severally liable with that person.

(4) Notwithstanding the provisions of subsection (3) of this section, a person whose sole function in connection with the sale of a security is to provide ministerial functions of escrow, custody or deposit services in accordance with applicable law is liable only if the person participates or materially aids in the sale and the purchaser sustains the burden of proof that the person knew of the existence of facts on which liability is based or that the person’s failure to know of the existence of such facts was the result of the person’s recklessness or gross negligence.

(5) Any tender specified in this section may be made at any time before entry of judgment.

(6) Except as otherwise provided in this subsection, no action or suit may be commenced under this section more than three years after the sale. An action under this section for a violation of subsection (1)(b) of this section or ORS 59.135 (Fraud and deceit with respect to securities or securities business) may be commenced within three years after the sale or two years after the person bringing the action discovered or should have discovered the facts on which the action is based, whichever is later. Failure to commence an action on a timely basis is an affirmative defense.

(7) An action may not be commenced under this section solely because an offer was made prior to registration of the securities.

(8) Any person having a right of action against a broker-dealer, state investment adviser or against a salesperson or investment adviser representative acting within the course and scope or apparent course and scope of authority of the salesperson or investment adviser representative, under this section shall have a right of action under the bond or irrevocable letter of credit provided in ORS 59.175 (Procedures for notice filing and licensing) .

(9) Subsection (4) of this section shall not limit the liability of any person:

(a) For conduct other than in the circumstances described in subsection (4) of this section; or

(b) Under any other law, including any other provisions of the Oregon Securities Law.

(10) Except as provided in subsection (11) of this section, the court may award reasonable attorney fees to the prevailing party in an action under this section.

(11) The court may not award attorney fees to a prevailing defendant under the provisions of subsection (10) of this section if the action under this section is maintained as a class action pursuant to ORCP 32. [1967 c.537 §13(1), (2), (3), (4), (5), (7); 1985 c.349 §13; 1987 c.158 §10; 1987 c.603 §6; 1989 c.197 §5; 1991 c.331 §15; 1991 c.762 §1; 1993 c.508 §28; 1995 c.93 §27; 1995 c.696 §9; 1997 c.772 §9; 2003 c.576 §318; 2003 c.631 §1; 2003 c.786 §1]

Source: Section 59.115 — Liability in connection with sale or successful solicitation of sale of securities; recovery by purchaser; limitations on proceeding; attorney fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 56.160 — OR Code / Title 7 / Chapter 56 / Section 56.160
56.160 Petty cash fund
Status: in_force

The Secretary of State is authorized to establish a petty cash fund, not to exceed $300, for the purpose of performing business registry functions. [1987 c.414 §65a]

Source: Section 56.160 — Petty cash fund , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 63.741 — OR Code / Title 7 / Chapter 63 / Section 63.741
63.741 Procedure for and effect of revocation
Status: in_force

(1) If the Secretary of State determines that one or more grounds exist under ORS 63.737 (Grounds for revocation) for revocation of authority of a foreign limited liability company to transact business in this state, the Secretary of State shall give the foreign limited liability company written notice of the determination.

(2) If the foreign limited liability company does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 45 days after notice is given, the Secretary of State shall revoke the foreign limited liability company’s authority.

(3) The authority of a foreign limited liability company to transact business in this state ceases as of the date of revocation of its authority to transact business in this state.

(4) The Secretary of State’s revocation of a foreign limited liability company’s authority to transact business in this state appoints the Secretary of State as the foreign limited liability company’s agent for service of process in any proceeding based on a cause of action which arose during the time the foreign limited liability company was authorized to transact business in this state.

(5) Revocation of a foreign limited liability company’s authority to transact business in this state terminates the authority of the registered agent of the foreign limited liability company. [1993 c.173 §87; 1993 c.173 §108]

Source: Section 63.741 — Procedure for and effect of revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 58.015 — OR Code / Title 7 / Chapter 58 / Section 58.015
58.015 Definitions
Status: in_force

As used in this chapter, unless the context requires otherwise:

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

(2) “License” includes a license, certificate of registration, permit or other legal authorization required by law as a condition precedent to the rendering of professional service or services within this state.

(3) “Oregon Business Corporation Act” has the same meaning given that term in ORS 60.951 (Short title) .

(4) “Practicing medicine” has the meaning given that term in ORS 677.085 (What constitutes practice of medicine) .

(5) “Professional” means:

(a) Accountants licensed under ORS 673.010 (Definitions for ORS 673.010 to 673.465) to 673.465 (Authority of Oregon Board of Accountancy to require fingerprints) or the laws of another state;

(b) Architects registered under ORS 671.010 (Definitions) to 671.220 (Board action to enjoin violations) or licensed or registered under the laws of another state;

(c) Attorneys licensed under ORS 9.005 (Definitions for ORS 9.005 to 9.757) to 9.757 (Retention of client materials) or the laws of another state;

(d) Chiropractors licensed under ORS chapter 684 or the laws of another state;

(e) Dentists licensed under ORS chapter 679 or the laws of another state;

(f) Landscape architects licensed under ORS 671.310 (Definitions for ORS 671.310 to 671.459) to 671.459 (State Landscape Architect Board) or the laws of another state;

(g) Naturopaths licensed under ORS chapter 685 or the laws of another state;

(h) Nurse practitioners licensed under ORS 678.010 (Definitions for ORS 678.010 to 678.410) to 678.410 (Fees) or the laws of another state;

(i) Psychologists licensed under ORS 675.010 (Definitions for ORS 675.010 to 675.150) to 675.150 (Enforcement procedures) or the laws of another state;

(j) Physicians licensed under ORS chapter 677 or the laws of another state;

(k) Medical imaging licensees under ORS 688.405 (Definitions for ORS 688.405 to 688.605) to 688.605 (Duty to report violation) or the laws of another state;

(L) Real estate appraisers licensed or certified under ORS chapter 674 or the laws of another state; and

(m) Other persons providing to the public types of personal service or services substantially similar to those listed in paragraphs (a) to (L) of this subsection that may be lawfully rendered only pursuant to a license.

(6) “Professional corporation” or “domestic professional corporation” means a corporation organized under this chapter for the specific purpose of rendering professional service or services and for such other purposes provided under this chapter.

(7) “Professional service” means personal service or services rendered in this state to the public which may be lawfully rendered only pursuant to a license by a professional.

(8) “Regulatory board” means the governmental agency of the State of Oregon required or authorized by law to license and regulate the rendering of a professional service or services for which a professional corporation is organized. [1969 c.592 §2; 1971 c.362 §3; 1985 c.728 §42; 1985 c.764 §3; 1987 c.94 §14; 1993 c.235 §1; 1997 c.774 §1; 2003 c.14 §24; 2005 c.254 §11; 2009 c.833 §27; 2013 c.129 §21; 2013 c.196 §16]

Source: Section 58.015 — Definitions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 62.287 — OR Code / Title 7 / Chapter 62 / Section 62.287
62.287 Directors’ meeting by conference telephone or similar communications equipment
Status: in_force

Unless otherwise restricted by the articles of incorporation or bylaws of a cooperative, members of the board of directors of a cooperative or any committee designated by the board may hold a meeting of the board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting. [1981 c.542 §5]

Source: Section 62.287 — Directors’ meeting by conference telephone or similar communications equipment , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 62.025 — OR Code / Title 7 / Chapter 62 / Section 62.025
62.025 Filing requirements
Status: in_force

(1) Intentionally left blank —Ed.

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

(A) Satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section.

(B) Be a type of document that this chapter or another law requires or permits a person to file with the Secretary of State.

(C) Include the information this chapter requires.

(D) Be legibly written in the English language and in the alphabet used to write the English language, except as provided in subsection (3) of this section.

(E) Be delivered to the Secretary of State along with required fees. Delivery occurs only when the Secretary of State actually receives the document.

(b) The document may include:

(A) Information other than the information required under paragraph (a) of this subsection;

(B) Arabic or Roman numerals and incidental punctuation;

(C) The seal of the cooperative or foreign cooperative;

(D) An attestation by the secretary or an assistant secretary of the cooperative or foreign cooperative; or

(E) An acknowledgement, verification or proof.

(2) Intentionally left blank —Ed.

(a) A person that executes a document for filing under this section must be:

(A) The chairperson of the board of directors, the president or another officer of a cooperative or foreign cooperative;

(B) An incorporator, if directors of the cooperative or foreign cooperative have not been selected or if the document is presented for filing before an organizational meeting has occurred;

(C) A receiver, trustee or other court-appointed fiduciary, if the cooperative or foreign cooperative is subject to the control of the receiver, trustee or fiduciary; or

(D) An agent of a person identified in this paragraph, if the person authorizes the agent to execute the document.

(b) The person that executes the document shall state beneath or opposite the person’s signature the person’s name and the capacity in which the person signs.

(3) Intentionally left blank —Ed.

(a) If under ORS 62.045 (Forms) the Secretary of State has prescribed a mandatory form for a document, including an electronic form, the document must be in or on the prescribed form.

(b) The Secretary of State shall make versions of the form described in paragraph (a) of this subsection available in at least the five languages that are most commonly spoken and written in this state by persons with limited proficiency in the English language. Each version of the form must include an English translation of the form’s contents.

(c) For the purpose described in paragraph (b) of this subsection, the Secretary of State shall specify Spanish, Chinese, Vietnamese, Russian and Korean as the five languages that are most commonly spoken and written in this state by persons with limited proficiency in the English language. The Secretary of State shall review the specification in this paragraph after the completion of the 2030 United States Census and each subsequent decennial census and shall recommend in a report to the Joint Committee on Ways and Means any changes in the specification that the Secretary of State deems necessary. The Secretary of State may change the specification only after receiving the approval of the Legislative Assembly and an appropriation in an amount that is sufficient to pay the costs of updating each version of the mandatory form and any system the Secretary of State uses to process the mandatory form.

(d) If a person completes with, or attaches to, a form described in paragraph (a) or (b) of this subsection information written in a language other than English, the person shall submit a reasonably authenticated English translation of the information along with the form. [1987 c.94 §69; 1999 c.486 §7; 2013 c.159 §4; 2019 c.597 §3]

Source: Section 62.025 — Filing requirements , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.805 — OR Code / Title 7 / Chapter 65 / Section 65.805
65.805 Notice to Attorney General
Status: in_force

(1) The notice to the Attorney General required by ORS 65.803 (Hospitals operated by nonprofit corporation) must be accompanied by any application fee imposed under ORS 65.813 (Consultants) (3) and must contain a detailed statement describing the proposed transaction along with any other information the Attorney General requires by rule.

(2) Intentionally left blank —Ed.

(a) Upon a showing satisfactory to the Attorney General by a party to the proposed transaction, any material required to be submitted to the Attorney General under subsection (1) of this section is a trade secret under ORS 192.345 (Public records conditionally exempt from disclosure) . The Attorney General shall classify the material as confidential and the material shall not be disclosed except as provided in paragraph (b) of this subsection unless the Attorney General determines that the material is necessary to the determination of an issue being considered at a public hearing as provided in ORS 65.807 (Public hearing) .

(b) To the extent that the material, or any portion thereof, would otherwise qualify as a trade secret under ORS 192.345 (Public records conditionally exempt from disclosure) , no action taken by the Attorney General, any authorized employee of the Department of Justice or any expert or consultant employed pursuant to ORS 65.813 (Consultants) in inspecting or reviewing such information shall affect its status as a trade secret. [1997 c.291 §4]

Source: Section 65.805 — Notice to Attorney General; fee; trade secrets , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.147 — OR Code / Title 7 / Chapter 60 / Section 60.147
60.147 Issuance of shares
Status: reserved

(1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.

(2) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation.

(3) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable. A record of action by the board of directors authorizing the issuance of shares for a specified consideration may be relied upon in concluding that shares are validly issued, fully paid and nonassessable.

(4) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.

(5) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note or make other arrangements to restrict the transfer of shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid or the benefits received. If the services are not performed, the note is not paid or the benefits are not received, the shares placed in escrow or restricted and the distributions credited may be canceled in whole or in part. [1987 c.52 §38; 1989 c.1040 §11]

Source: Section 60.147 — Issuance of shares , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.387 — OR Code / Title 7 / Chapter 60 / Section 60.387
60.387 Definitions for ORS 60.387 to 60.414
Status: in_force

As used in ORS 60.387 (Definitions for ORS 60.387 to 60.414) to 60.414 (Application of ORS 60.387 to 60.411) :

(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 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 counsel 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 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. [1987 c.52 §94]

Source: Section 60.387 — Definitions for ORS 60.387 to 60.414 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 59.155 — OR Code / Title 7 / Chapter 59 / Section 59.155
59.155 Director is agent for service of process
Status: in_force

(1) The Director of the Department of Consumer and Business Services shall be an agent for the following persons upon whom may be served at any time any process, notice or demand in a civil proceeding under the Oregon Securities Law, including a proceeding brought by the director:

(a) Every licensee or registrant or applicant for a license or registration of a security, every person who files a notice under ORS 59.049 (Federal covered securities exempt from registration) or 59.175 (Procedures for notice filing and licensing) , and every person who offers or sells a security in this state, directly or indirectly, unless the security or the sale is exempt from ORS 59.055 (Conditions of offer and sale of securities) ; and

(b) Every person, a resident or nonresident of this state, who has engaged in conduct prohibited or made actionable under the Oregon Securities Law.

(2) Service shall be made by:

(a) Serving the director or a clerk on duty at the Department of Consumer and Business Services a copy of the process, notice or demand, with any papers required by law to be delivered in connection with the service, or by mailing to the department a copy of the process, notice or demand by certified or registered mail, and a $2 fee for each party being served;

(b) Transmittal by the person instituting the proceeding of notice of the service on the director and one copy of the process, notice or demand and accompanying papers to the person being served by certified mail:

(A) At such person’s address, if any, as shown by the records of the director; and

(B) At such address the use of which the person initiating the proceedings knows or on the basis of reasonable inquiry has reason to believe is most likely to result in actual notice; and

(c) Filing with the appropriate court or other body, as part of the return of service, of the return receipt of mailing and an affidavit of the person initiating the proceedings that this section has been complied with.

(3) The procedure permitted by this section shall not be available when personal jurisdiction can otherwise be obtained in this state.

(4) After completion of initial service upon the director, no additional documents need be served upon the director to maintain jurisdiction in the same proceeding or to give notice of any motion or provisional process. [1967 c.537 §16; 1987 c.603 §9; 1989 c.197 §7; 1997 c.772 §14]

(Licensing of Broker-Dealers, Investment Advisers and Salespersons)

Source: Section 59.155 — Director is agent for service of process; manner of service; exceptions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.144 — OR Code / Title 7 / Chapter 60 / Section 60.144
60.144 Subscription for shares before incorporation
Status: in_force

(1) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.

(2) The board of directors may determine the payment term of subscriptions for shares that were entered into before incorporation unless the subscription agreement specifies the payment term. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.

(3) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.

(4) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement if the debt remains unpaid more than 20 days after the corporation sends a written demand for payment to the subscriber.

(5) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to ORS 60.147 (Issuance of shares) . [1987 c.52 §37; 2017 c.55 §7]

Source: Section 60.144 — Subscription for shares before incorporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.305 — OR Code / Title 7 / Chapter 67 / Section 67.305
67.305 Partner’s power to bind partnership after dissolution
Status: in_force

A partnership is bound by a partner’s act after dissolution that:

(1) Is appropriate for winding up the partnership business; or

(2) Would have bound the partnership under ORS 67.090 (Partner agent of partnership) before dissolution, if:

(a) The other party to the transaction did not have notice of the dissolution; and

(b) The dissolution had not been advertised in a newspaper of general circulation in the place, or in each place if more than one, at which the partnership business is regularly carried on. [1997 c.775 §37]

Source: Section 67.305 — Partner’s power to bind partnership after dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 70.515 — OR Code / Title 7 / Chapter 70 / Section 70.515
70.515 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 and the name and type of business entity that will exist after conversion; 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 on the latest of:

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

(b) The time and date on which any additional filing requirements imposed pursuant to the statutes that govern the surviving business entity are satisfied; or

(c) On the delayed effective date and time set forth in the filings. [1999 c.362 §59; 2001 c.315 §11; 2015 c.28 §10]

Source: Section 70.515 — Articles and plan of conversion , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 59.015 — OR Code / Title 7 / Chapter 59 / Section 59.015
59.015 Definitions for Oregon Securities Law
Status: in_force

As used in the Oregon Securities Law, unless the context otherwise requires:

(1) “Broker-dealer” means a person who engages, all or part of the time, in effecting transactions in securities for the account of others or for the person’s own account. “Broker-dealer” does not include:

(a) An issuer effecting sales in its own securities;

(b) The following institutions:

(A) A financial institution or trust company, as defined in ORS 706.008 (Additional definitions for Bank Act) ; or

(B) A financial holding company or a bank holding company, as defined in ORS 706.008 (Additional definitions for Bank Act) , holding an institution described in subparagraph (A) of this paragraph; a savings and loan holding company as defined in section 408 of the National Housing Act, 12 U.S.C. section 1730a, holding an association described in subparagraph (A) of this paragraph; the subsidiaries and affiliates of the financial holding company, bank holding company or savings and loan holding company; or subsidiaries and affiliates of institutions described in subparagraph (A) of this paragraph, if the appropriate statutory regulatory authority is exercising control over, or is regulating or supervising the person in the sale of securities in accord with the purposes of the Oregon Securities Law;

(c) A person who has no place of business in this state effecting transactions in this state exclusively with broker-dealers;

(d) A person effecting sales exempted by ORS 59.035 (Transactions exempt from registration) ;

(e) A salesperson;

(f) A person effecting sales of securities owned by the person registered for sale pursuant to ORS 59.065 (Registration procedures) ;

(g) A person effecting sales of securities exempted by ORS 59.025 (Securities exempt from registration) (7);

(h) A person licensed as a mortgage banker or a mortgage broker under ORS 86A.095 (Short title) to 86A.198 (Materials in languages other than English) when effecting sales of securities involving real estate paper registered for sale pursuant to ORS 59.065 (Registration procedures) ; or

(i) A person designated by rule or order by the director.

(2) “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

(3) “Director” means the Director of the Department of Consumer and Business Services.

(4) “Federal covered investment adviser” means a person who is registered as an investment adviser pursuant to section 203 of the Investment Advisers Act of 1940, as amended.

(5) “Federal covered security” means any security that is a covered security under section 18 of the Securities Act of 1933, as amended, and for which such Act provides that the director may require filing of a notice and payment of a fee.

(6) “Fraud,” “deceit” and “defraud” are not limited to common-law deceit.

(7) “Guaranteed” means guaranteed as to payment of principal, interest or dividends.

(8) Intentionally left blank —Ed.

(a) “Investment adviser representative” means any partner, officer, director or person occupying a similar status or performing a similar function, or other individual, except clerical or ministerial personnel, who is employed by or associated with:

(A) A state investment adviser that is licensed or required to be licensed in this state and who does any of the following:

(i) Makes any recommendations or otherwise renders advice regarding securities;

(ii) Manages accounts or portfolios of clients;

(iii) Determines which recommendation or advice regarding securities should be given;

(iv) Solicits, offers or negotiates for the sale of or sells investment advisory services; or

(v) Supervises employees acting under this subparagraph; or

(B) A federal covered investment adviser, subject to the limitations of section 203A of the Investment Advisers Act of 1940, as amended, as the director may designate by rule or order.

(b) “Investment adviser representative” does not include a person designated by rule or order of the director.

(9) “Issuer” means a person who issues, proposes to issue or has issued a security and includes an issuer to be formed. With respect to certificates of deposit, voting-trust certificates or collateral-trust certificates, or with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors or persons performing similar functions or of the fixed, restricted management or unit type, the “issuer” is the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other instrument or agreement under which the security is issued.

(10) “License” means a license as provided under the Oregon Securities Law.

(11) “Mortgage banker” means a mortgage banker as defined in ORS 86A.100 (Definitions) .

(12) “Mortgage broker” means a mortgage broker as defined in ORS 86A.100 (Definitions) .

(13) “Offer” or “offer to sell” includes every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security for value. Every sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, as well as every sale or offer of a security which gives the holder a present or future right or privilege to convert into another security of the same or another issuer, is considered to include an offer of the other security.

(14) “Person” includes an individual, a joint venture, a partnership, a cooperative, a limited liability company, an association, a joint stock company, a corporation, a trust, an unincorporated organization or a government or political subdivision of a government.

(15) “Real estate paper” means any obligation secured or purportedly secured by an interest in real property. Real estate paper includes, but is not limited to, mortgage-backed securities, collateralized mortgage obligations, and real estate mortgage investment conduits.

(16) “Registered” means registered as provided in the Oregon Securities Law.

(17) Intentionally left blank —Ed.

(a) “Sale” or “sell” includes every contract of sale of, contract to sell, or disposition of, a security or interest in a security for value. Any security given or delivered with, or as a bonus on account of, a purchase of securities or any other thing shall constitute a part of the subject of the purchase and shall have been offered and sold for value. A gift of assessable stock by or for any issuer or promoter shall constitute a sale.

(b) For purposes of the authority of the director under ORS 59.245 (Investigations) and 59.255 (Enjoining violations) , the terms “sale” and “sell” include the terms “offer” and “offer to sell.”

(c) “Sale” and “sell” do not include:

(A) A bona fide pledge or loan of securities;

(B) A bona fide security dividend, whether the corporation distributing the dividend is the issuer of the security or not, if nothing of value is given by the recipients for the dividend other than payments in connection with the elimination of fractional shares; or

(C) An act incident to a judicially approved reorganization in which a security is issued in exchange for one or more outstanding securities, claims or property interests, or partly in such exchange and partly for cash.

(18) Intentionally left blank —Ed.

(a) “Salesperson” means a person, other than a broker-dealer, who represents or purports to represent a broker-dealer, issuer or owner of securities in effecting or attempting to effect in any manner transactions in securities.

(b) “Salesperson” does not include:

(A) A person who represents an issuer in effecting sales in a security exempted by ORS 59.025 (Securities exempt from registration) ;

(B) A person who represents an issuer in effecting sales exempted by ORS 59.035 (Transactions exempt from registration) ;

(C) A person who represents an issuer in effecting sales with existing partners or directors of the issuer, if no commission or other remuneration is paid or given directly or indirectly for soliciting any person in this state;

(D) An employee of an institution or organization described in subsection (1)(b) of this section to the extent the employee is not a dual employee of the institution and a broker-dealer;

(E) A person effecting transactions in this state limited to those transactions described in section 15(h)(2) and (3) of the Securities Exchange Act of 1934, as amended; or

(F) A person designated by rule or order by the director.

(c) A person who is a partner, director or officer of a broker-dealer, issuer or owner of securities, or a person who occupies a similar status or performing similar functions, is a “salesperson” only if the person otherwise comes within this definition.

(19) Intentionally left blank —Ed.

(a) “Security” means a note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in a pension plan or profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, variable annuity, certificate of deposit for a security, certificate of interest or participation in an oil, gas, or mining title or lease or in payments out of production under such title or lease, real estate paper sold by a broker-dealer, mortgage banker, mortgage broker or a person described in subsection (1)(b) of this section to persons other than persons enumerated in ORS 59.035 (Transactions exempt from registration) (4), or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificates for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing.

(b) “Security” does not include:

(A) An insurance or endowment policy or annuity contract, other than a variable annuity contract, under which an insurance company promises to pay a fixed or variable sum of money either in a lump sum or periodically for life or some other specified period;

(B) A beneficial interest in a voluntary inter vivos trust unless the trust is created solely for the purpose of voting or is part of an attempt to evade the provisions of ORS 59.005 (Short title) to 59.505 (Provision of records to law enforcement and certain state agencies) ; or

(C) A beneficial interest in a testamentary trust.

(20) Intentionally left blank —Ed.

(a) “State investment adviser” means a person who, for compensation:

(A) Engages all or part of the time of the person, in this state, in the business of advising others, either directly or by mail or through publication or writing, as to the value of securities or as to the advisability of investing in, purchasing or selling securities;

(B) Engages all or part of the time of the person, in this state, in the business of managing an investment or trading account in securities for other persons; or

(C) Issues or promulgates, as part of a regular business in this state, analyses or reports concerning securities.

(b) “State investment adviser” does not include:

(A) An investment adviser representative;

(B) An institution or organization described in subsection (1)(b) of this section;

(C) A licensed broker-dealer whose performance of investment advisory services is solely incidental to the conduct of business as a broker-dealer and who receives no special compensation for such services;

(D) A salesperson licensed to a broker-dealer whose performance of investment advisory services is solely incidental to that person’s activities as a salesperson and who receives no special compensation for such services;

(E) A publisher of or contributor to a bona fide newspaper, newsmagazine, investment manual or service, or business or financial publication of general, regular and paid circulation;

(F) A person whose only clients are federal covered investment advisers, state investment advisers, broker-dealers, mortgage bankers, mortgage brokers, banks, savings institutions or trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940, as amended, pension or profit-sharing trusts, or other financial institutions or institutional buyers, whether acting for themselves or as trustees;

(G) A duly licensed or registered lawyer, engineer or accountant whose performance of investment advisory services is solely incidental to the practice of the profession;

(H) A person whose advice, analyses or reports relate only to securities exempted by ORS 59.025 (Securities exempt from registration) (1);

(I) A federal covered investment adviser in compliance with ORS 59.165 (Licensing of broker-dealers, investment advisers and salespersons required) (7);

(J) A person, advising others, that has no place of business in this state and during the preceding 12-month period has had fewer than six clients, other than those persons included in subparagraph (F) of this paragraph, who are residents of this state; or

(K) Such other persons as the director may by rule or order designate. [1967 c.537 §3; 1971 c.624 §1; 1971 c.641 §1; 1973 c.366 §1; 1975 c.491 §1; 1985 c.349 §1; 1987 c.414 §§69, 69a; 1987 c.603 §1; 1989 c.197 §1; 1991 c.5 §18; 1993 c.158 §1; 1993 c.508 §27; 1993 c.744 §13; 1995 c.93 §26; 1995 c.622 §11; 1997 c.631 §375; 1997 c.772 §1; 1999 c.53 §1; 1999 c.315 §1; 2001 c.104 §14; 2001 c.377 §39a; 2003 c.270 §1; 2007 c.393 §1; 2009 c.259 §20]

Source: Section 59.015 — Definitions for Oregon Securities Law , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.304 — OR Code / Title 7 / Chapter 60 / Section 60.304
60.304 Qualifications of directors
Status: in_force

The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless required by the articles of incorporation or bylaws. [1987 c.52 §69]

Source: Section 60.304 — Qualifications of directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.219 — OR Code / Title 7 / Chapter 60 / Section 60.219
60.219 Adjournment of meeting
Status: in_force

Unless otherwise provided in the articles of incorporation or bylaws, a majority of votes represented at a meeting of shareholders, whether or not a quorum, may adjourn the meeting from time to time to a different time and place without further notice to any shareholder of any adjournment, except as such notice may be required by ORS 60.214 (Notice of meeting) . At the adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting originally held. [1989 c.1040 §18]

Source: Section 60.219 — Adjournment of meeting , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 59.285 — OR Code / Title 7 / Chapter 59 / Section 59.285
59.285 Rules
Status: in_force

(1) In accordance with this section and ORS chapter 183 the Director of the Department of Consumer and Business Services may from time to time make, amend and rescind such rules as are necessary to carry out the provisions of the Oregon Securities Law. The director may classify securities, persons and matters within the jurisdiction of the director, and prescribe different requirements for different classes.

(2) No rule may be made, amended or rescinded unless the director finds that the action is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the provisions of the Oregon Securities Law.

(3) Except as provided in subsection (4) of this section, all financial statements required by the Oregon Securities Law shall be prepared in accordance with generally accepted accounting principles. The director may by rule prescribe:

(a) The form and content of financial statements required under the Oregon Securities Law;

(b) The circumstances under which consolidated financial statements shall be filed; and

(c) Whether any required financial statements shall be certified by independent or certified public accountants.

(4) Subsection (3) of this section does not apply to any broker-dealer that is subject to the financial reporting requirements of the Securities Exchange Act of 1934, as amended, to any federal covered investment adviser or to any state investment adviser that has its principal place of business outside this state and is registered with the state in which the state investment adviser’s principal place of business is located. [1967 c.537 §28; 1987 c.603 §19; 1997 c.772 §25]

Source: Section 59.285 — Rules; financial statements , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 65.714 — OR Code / Title 7 / Chapter 65 / Section 65.714
65.714 Effect of authority
Status: in_force

(1) A foreign corporation authorized to transact business in this state has the same but no greater rights and enjoys the same but no greater privileges as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties and liabilities now or later imposed on, a domestic corporation of like character.

(2) The filing by the Secretary of State of an application or amendment to the application for authority to transact business shall constitute authorization to transact business in this state, subject to the right of the Secretary of State to revoke the authorization.

(3) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state. [1989 c.1010 §151; 2005 c.22 §49]

Source: Section 65.714 — Effect of authority , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.064 — OR Code / Title 7 / Chapter 60 / Section 60.064
60.064 Emergency bylaws
Status: in_force

(1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may contain all provisions necessary for managing the corporation during the emergency, including:

(a) Procedures for calling a meeting of the board of directors;

(b) Quorum requirements for the meeting; and

(c) Designation of additional or substitute directors.

(2) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(3) Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, employee or agent.

(4) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event. [1987 c.52 §21]

Source: Section 60.064 — Emergency bylaws , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.960 — OR Code / Title 7 / Chapter 63 / Section 63.960
63.960 Applicability of chapter to practice of dentistry
Status: in_force

Nothing in this chapter is intended to supersede the provisions of ORS 679.020 (Practice of dentistry or operating dental office without license prohibited) . [1997 c.774 §29]

Source: Section 63.960 — Applicability of chapter to practice of dentistry , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.227 — OR Code / Title 7 / Chapter 65 / Section 65.227
65.227 Voting entitlement of members
Status: in_force

(1) Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter on which the members vote. Except as expressly prohibited in this chapter, the articles of incorporation or bylaws may provide for different allocations of votes among member classes or exclude the members or some or all member classes from voting on any issue on which a member or class of members would otherwise be entitled to vote under this chapter.

(2) Unless the articles of incorporation or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, with respect to voting the persons’ acts have the following effect:

(a) If only one person votes, the person’s act binds all persons in whose names the membership stands; and

(b) If more than one person votes, the vote is divided on a pro rata basis among the persons in whose names the membership stands.

(3) If a class is entitled to vote as a class for directors, a determination of the voting power of the class must be based on the percentage of the number of directors the class may elect out of the total number of authorized directors. [1989 c.1010 §61; 1991 c.231 §3; 2013 c.158 §29; 2013 c.274 §11; 2019 c.174 §45]

Source: Section 65.227 — Voting entitlement of members , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.717 — OR Code / Title 7 / Chapter 60 / Section 60.717
60.717 Corporate name of foreign corporation
Status: reserved

(1) Except as provided in subsections (2) and (3) of this section, the Secretary of State shall not authorize a foreign corporation to transact business in this state if the corporate name of the corporation does not conform to ORS 60.094 (Corporate name) .

(2) The name of the corporation must contain a word or abbreviation required by ORS 60.094 (Corporate name) (1) unless the corporate name contains some other word, phrase or abbreviation that the laws of the place of incorporation require to denote a person of limited liability.

(3) If a 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 is not distinguishable on the records of the office from the corporate name of the applicant foreign corporation, the Secretary of State shall 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 60.707 (Application for authority to transact business) as (name under which incorporated), a corporation of (place of incorporation), the entirety of which shall be the real and true name of the corporation under ORS chapter 648.

(4) If a foreign corporation authorized to transact business in this state changes its corporate 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 ORS 60.711 (Amendment to application for authority) . [1987 c.52 §160]

Source: Section 60.717 — Corporate name of foreign corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.004 — OR Code / Title 7 / Chapter 63 / Section 63.004
63.004 Filing requirements
Status: in_force

(1) Intentionally left blank —Ed.

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

(A) Satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section.

(B) Be a type of document that this chapter or another law requires or permits a person to file with the Secretary of State.

(C) Include the information this chapter requires.

(D) Be legibly written in the English language and in the alphabet used to write the English language, except as provided in subsections (3) and (4) of this section.

(E) Be delivered to the Secretary of State along with required fees. Delivery occurs only when the Secretary of State actually receives the document.

(b) The document may include:

(A) Information other than the information required under paragraph (a) of this subsection;

(B) Arabic or Roman numerals and incidental punctuation;

(C) The seal of the limited liability company or foreign limited liability company;

(D) An attestation by the secretary or an assistant secretary of the limited liability company or foreign limited liability company; or

(E) An acknowledgement, verification or proof.

(2) Intentionally left blank —Ed.

(a) Unless otherwise specified in this chapter, a document that under this chapter must be filed with the Secretary of State must be executed in the following manner:

(A) Articles of organization must be signed by or on behalf of one or more persons that intend to form the limited liability company.

(B) At least one member or manager must sign articles of amendment and each annual report.

(C) A receiver, trustee or other court-appointed fiduciary, must sign a document if the limited liability company or foreign limited liability company is subject to the control of the receiver, trustee or fiduciary.

(D) An agent of a person identified in this paragraph may execute a document, if the person authorizes the agent to execute the document.

(b) The person that executes the document shall:

(A) Declare, above the person’s signature and under penalty of perjury, that the document does not fraudulently conceal, fraudulently obscure, fraudulently alter or otherwise misrepresent the identity of the person or any of the members, managers, employees or agents of the limited liability company or foreign limited liability company on behalf of which the person signs; and

(B) State beneath or opposite the person’s signature the person’s name and the capacity in which the person signs.

(3) Intentionally left blank —Ed.

(a) If under ORS 63.016 (Forms) the Secretary of State has prescribed a mandatory form for a document, including an electronic form, the document must be in or on the prescribed form.

(b) The Secretary of State shall make versions of the form described in paragraph (a) of this subsection available in at least the five languages that are most commonly spoken and written in this state by persons with limited proficiency in the English language. Each version of the form must include an English translation of the form’s contents.

(c) For the purpose described in paragraph (b) of this section, the Secretary of State shall specify Spanish, Chinese, Vietnamese, Russian and Korean as the five languages that are most commonly spoken and written in this state by persons with limited proficiency in the English language. The Secretary of State shall review the specification in this paragraph after the completion of the 2030 United States Census and each subsequent decennial census and shall recommend in a report to the Joint Committee on Ways and Means any changes in the specification that the Secretary of State deems necessary. The Secretary of State may change the specification only after receiving the approval of the Legislative Assembly and an appropriation in an amount that is sufficient to pay the costs of updating each version of the mandatory form and any system the Secretary of State uses to process the mandatory form.

(d) If a person completes with, or attaches to, a form described in paragraph (a) or (b) of this subsection information written in a language other than English, the person shall submit a reasonably authenticated English translation of the information along with the form.

(4) A certificate of existence required for a foreign limited liability company may be written in a language other than English if a reasonably authenticated English translation accompanies the certificate. [1993 c.173 §3; 2013 c.159 §6; 2017 c.705 §19; 2019 c.597 §4]

Source: Section 63.004 — Filing requirements , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 62.055 — OR Code / Title 7 / Chapter 62 / Section 62.055
62.055 Appeal from Secretary of State’s refusal to file document
Status: in_force

If the Secretary of State refuses to file a document delivered to the Office of Secretary of State for filing, the cooperative, in addition to any other legal remedy that may be available, shall have the right to appeal from such order pursuant to the provisions of ORS 183.480 (Judicial review of agency orders) . [1987 c.94 §75]

Source: Section 62.055 — Appeal from Secretary of State’s refusal to file document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 62.850 — OR Code / Title 7 / Chapter 62 / Section 62.850
62.850 Use of term “cooperative.”
Status: in_force

(1) Intentionally left blank —Ed.

(a) Except as provided in paragraph (b) of this subsection, a person other than a cooperative incorporated under this chapter or under a previous Act of this state or organized under the laws of another jurisdiction may not use the term “cooperative,” or any variation of the term, as part of the person’s corporate or other business name or title.

(b) The provisions of paragraph (a) of this subsection do not apply to a consumer operated and oriented plan, as described in the Patient Protection and Affordable Care Act (P.L. 111-148, section 1322).

(2) A cooperative may bring an action to enjoin a violation of this section without a showing of damage to the cooperative. [1957 c.716 §71; 1981 c.542 §12; 2013 c.159 §5]

Source: Section 62.850 — Use of term “cooperative.” , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 63.140 — OR Code / Title 7 / Chapter 63 / Section 63.140
63.140 Agency power of managers and members
Status: in_force

(1) Subject to subsections (2) and (3) of this section:

(a) Each member is an agent of the limited liability company for the purpose of its business, and an act of a member, including the signing of an instrument in the limited liability company’s name, for apparently carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company unless the member had no authority to act for the limited liability company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority.

(b) An act of a member that is not apparently for carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company only if the act was authorized by the other members.

(2) Subject to subsection (3) of this section, in a manager-managed limited liability company:

(a) A member is not an agent of the limited liability company for the purpose of its business solely by reason of being a member. Each manager is an agent of the limited liability company for the purpose of its business, and an act of a manager, including the signing of an instrument in the limited liability company’s name, for apparently carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company unless the manager had no authority to act for the limited liability company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority.

(b) An act of a manager that is not apparently for carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company only if the act was authorized under ORS 63.130 (Rights of members and managers) .

(3) Unless the articles of organization limit their authority, any member of a member-managed limited liability company or manager of a manager-managed limited liability company may sign and deliver any instrument transferring or affecting the limited liability company’s interest in real property. The instrument is conclusive in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument. [1993 c.173 §30; 1999 c.86 §5]

Source: Section 63.140 — Agency power of managers and members; interest in real property , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 67.705 — OR Code / Title 7 / Chapter 67 / Section 67.705
67.705 Consequences of transacting business without authority
Status: in_force

(1) A foreign limited liability partnership transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any court in this state until it obtains authorization from the Secretary of State to transact business in this state.

(2) The successor to a foreign limited liability partnership that transacted business in this state without authority to transact business in this state and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign limited liability partnership or its successor obtains authorization from the Secretary of State to transact business in this state.

(3) A court may stay a proceeding commenced by a foreign limited liability partnership or its successor or assignee until it determines whether the foreign limited liability partnership or its successor requires authorization from the Secretary of State to transact business in this state. If it so determines, the court may further stay the proceeding until the foreign limited liability partnership or its successor obtains the authorization.

(4) A foreign limited liability partnership that transacts business in this state without authority shall be liable to this state for the years or parts thereof during which it transacted business in this state without authority in an amount equal to all fees that would have been imposed by this chapter upon the foreign limited liability partnership had it duly applied for and received authority to transact business in this state as required by this chapter and thereafter filed all reports required by this chapter.

(5) Notwithstanding subsections (1) and (2) of this section, the failure of a foreign limited liability partnership to obtain authority to transact business in this state does not:

(a) Impair the validity of its acts or prevent it from defending any proceeding in this state; or

(b) Result in a waiver of limitations on personal liability of the partners of the foreign limited liability partnership. [1997 c.775 §69]

Source: Section 67.705 — Consequences of transacting business without authority , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 62.813 — OR Code / Title 7 / Chapter 62 / Section 62.813
62.813 Lienholder’s rights
Status: in_force

(1) If a lienholder provides a manufactured dwelling park nonprofit cooperative with a written request for notification regarding a manufactured dwelling on which the lienholder has a lien, the cooperative shall provide the lienholder with written notice of a termination of occupancy or membership if:

(a) A member of the cooperative who is identified in the lienholder request for notification terminates occupancy in the manufactured dwelling park of the cooperative and the cooperative knows of the termination;

(b) A member of the cooperative who is identified in the lienholder request for notification terminates membership in the cooperative; or

(c) The cooperative terminates, or gives notice of cause for terminating, the occupancy or membership of a member of the cooperative who is identified in the lienholder request for notification.

(2) If a member or the cooperative terminates the member’s occupancy in the park or membership in the cooperative, and the member fails to move or sell the manufactured dwelling, a lienholder that has foreclosed on the lien on the manufactured dwelling may:

(a) Remove the manufactured dwelling from the park after satisfying any obligation to the cooperative;

(b) Subject to subsection (3) of this section, sell the manufactured dwelling; or

(c) Require the cooperative to enter into a storage agreement that allows the lienholder to store the manufactured dwelling on the space for up to 12 months if the lienholder pays the space rent and reasonably maintains the manufactured dwelling and space.

(3) The buyer of a manufactured dwelling sold by a lienholder under subsection (2)(b) of this section takes possession of the manufactured dwelling subject to ORS 62.809 (Requirements for membership in cooperative) (8) and any obligation to the cooperative. During the term of a storage agreement described in subsection (2)(c) of this section, the lienholder may remove or sell the manufactured dwelling as provided in subsection (2)(a) or (b) of this section.

(4) A lienholder and a cooperative that are subject to a storage agreement under subsection (2)(c) of this section may agree in writing to extend the term of the agreement beyond 12 months.

(5) If the member of the cooperative terminated occupancy in the park without terminating membership in the cooperative, an application for membership by the buyer or moving of the manufactured dwelling shall act to transfer the membership of the terminating owner to the cooperative. [2009 c.609 §3; 2017 c.198 §7]

Source: Section 62.813 — Lienholder’s rights; rights and obligations on transfer of title; storage agreements , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 70.175 — OR Code / Title 7 / Chapter 70 / Section 70.175
70.175 Admission of additional general partners
Status: in_force

After the filing of a limited partnership’s original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners. [1985 c.677 §23; 1987 c.543 §17]

Source: Section 70.175 — Admission of additional general partners , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.481 — OR Code / Title 7 / Chapter 60 / Section 60.481
60.481 Merger
Status: in_force

(1) Intentionally left blank —Ed.

(a) One or more business entities may merge into a corporation organized under this chapter if the merger is permitted by the statutes governing each other business entity that is a party to the merger, a plan of merger is approved by each business entity that is a party to the merger and articles of merger are filed. A corporation organized under this chapter may be merged into a business entity organized under the laws of this state or under the laws of another jurisdiction, other than a foreign corporation, if:

(A) The merger is permitted by the laws of this state or by the laws of the other jurisdiction that govern the other business entity;

(B) A plan of merger is approved by each business entity that is a party to the merger;

(C) Articles of merger are filed in this state; and

(D) The corporation complies with all requirements imposed under the laws of this state and, if applicable, the laws of the other jurisdiction with respect to the merger.

(b) A merger of one or more domestic corporations with one or more foreign corporations is governed by ORS 60.501 (Merger or share exchange with foreign corporation) .

(2) The plan of merger shall set forth:

(a) The name and type of each business entity planning to merge;

(b) The name and type of the business entity that will survive;

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

(d) The manner and basis of converting the shares or other ownership interests of each owner into shares, 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) If any party is a business entity other than a corporation, any additional information required for a merger by the statutes governing that business entity.

(3) The plan of merger may set forth:

(a) Amendments to the articles of incorporation of a corporation, if the corporation is the surviving business entity; and

(b) Other provisions relating to the merger.

(4) One or more corporations may merge with a nonprofit corporation under ORS 65.481 (Approval of plan of merger) to 65.504 (Merger with business corporation) . [1987 c.52 §115; 1989 c.1010 §176; 1991 c.883 §9; 1999 c.362 §11; 2001 c.315 §13; 2003 c.80 §16]

Source: Section 60.481 — Merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.675 — OR Code / Title 7 / Chapter 62 / Section 62.675
62.675 Effect of revocation of voluntary dissolution proceedings
Status: in_force

Upon the revocation of voluntary dissolution proceedings the cooperative may again carry on its business. [1957 c.716 §53; 1965 c.631 §23]

Source: Section 62.675 — Effect of revocation of voluntary dissolution proceedings , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.377 — OR Code / Title 7 / Chapter 65 / Section 65.377
65.377 Standards of conduct for officers
Status: in_force

(1) An officer shall discharge the officer’s duties:

(a) In good faith;

(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(c) In a manner the officer reasonably believes to be in the best interests of the corporation.

(2) In discharging the duties of an officer, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:

(a) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented;

(b) Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence; or

(c) In the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and whom the officer believes to be reliable and competent in the matters presented.

(3) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.

(4) An officer is not liable to the corporation, any member or other person for any action taken or not taken as an officer if the officer acted in compliance with this section. The liability of the officer for monetary damages to the corporation and the corporation’s members may be eliminated or limited in the corporation’s articles of incorporation to the extent provided in ORS 65.047 (Articles of incorporation) (2)(c). [1989 c.1010 §95; 2019 c.174 §70]

Source: Section 65.377 — Standards of conduct for officers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.265 — OR Code / Title 7 / Chapter 60 / Section 60.265
60.265 Validity of shareholder agreements inconsistent with chapter
Status: in_force

(1) An agreement among the shareholders of a corporation entered into after December 31, 1993, that is inconsistent with one or more other provisions of this chapter is effective among the shareholders and the corporation, and binding on the board of directors, if the agreement complies with this section and it:

(a) Restricts the discretion or powers of the board of directors;

(b) Establishes who shall be directors or officers of the corporation or establishes their terms of office or manner of selection or removal;

(c) Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of weighted voting rights or director proxies;

(d) Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any shareholder, director, officer or employee of the corporation or among any of them; or

(e) Requires dissolution of the corporation at the request of one or more of the shareholders or upon the occurrence of a specified event or contingency.

(2) An agreement authorized by this section shall be:

(a) Set forth:

(A) In the articles of incorporation or bylaws and approved by all persons who are shareholders at the time of the agreement; or

(B) In a written agreement that is signed by all persons who are shareholders at the time of the agreement and is made known to the corporation;

(b) Subject to amendment only by all persons who are shareholders at the time of the amendment, unless the agreement provides otherwise; and

(c) Valid for 10 years, unless the agreement provides otherwise.

(3) The existence of an agreement authorized by this section shall be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement required by ORS 60.164 (Shares without certificates) (2). If at the time of the agreement the corporation has shares outstanding represented by certificates, the corporation shall recall the outstanding certificates and issue substitute certificates that comply with this subsection. The failure to note the existence of the agreement on the certificate or information statement shall not affect the validity of the agreement or any action taken pursuant to it. Any purchaser of shares who, at the time of purchase, did not have knowledge of the existence of the agreement shall be entitled to rescission of the purchase. A purchaser shall be deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate or information statement for the shares in compliance with this subsection and, if the shares are not represented by a certificate, the information statement is delivered to the purchaser at or prior to the time of purchase of the shares. An action to enforce the right of rescission authorized by this subsection must be commenced within the earlier of:

(a) Ninety days after notice from the corporation or the seller to the purchaser of the existence of the agreement describing the rights of a purchaser without knowledge of the existence of the agreement, and stating that failure to timely exercise rescission rights will result in their termination;

(b) One year after discovery of the existence of the agreement; or

(c) Three years after the time of purchase of the shares.

(4) An agreement authorized by this section shall cease to be effective when shares of the corporation are listed on a national securities exchange or quoted on the National Association of Securities Dealers, Inc. Automated Quotation System. If the agreement ceases to be effective for any reason and is contained or referred to in the corporation’s articles of incorporation or bylaws, the board of directors may adopt, without shareholder action, an amendment to the articles of incorporation or bylaws to delete the agreement and any references to it.

(5) An agreement authorized by this section that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom such discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement.

(6) The existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.

(7) Incorporators or subscribers for shares may act as shareholders with respect to an agreement authorized by this section if no shares have been issued when the agreement is made. [1993 c.403 §12]

Source: Section 60.265 — Validity of shareholder agreements inconsistent with chapter; purposes; notice of agreement; effect on liability , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 70.040 — OR Code / Title 7 / Chapter 70 / Section 70.040
70.040 When Secretary of State to serve as agent
Status: in_force

(1) Under any circumstance described in this subsection, the Secretary of State shall be an agent of a domestic or foreign limited partnership and each general partner thereof, for the purpose of serving any process, notice or demand that arises out of the conduct of the affairs of the domestic or foreign limited partnership and that is required or permitted by law to be served upon the domestic or foreign limited partnership or any general partner thereof. The Secretary of State may be served as agent of the domestic or foreign limited partnership and each general partner thereof:

(a) Whenever the domestic or foreign limited partnership and its general partners fail to appoint or maintain a registered agent in this state;

(b) Whenever the registered agent cannot with reasonable diligence be found at the address of the registered agent’s business office in this state as shown by the records of the Office of Secretary of State; or

(c) Whenever a domestic or foreign limited partnership has been dissolved or has become and remains inactive for failure to file its annual report pursuant to ORS 70.610 (Annual report) . Such dissolution or inactivity shall not:

(A) Terminate the authority of the registered agent of the foreign or domestic limited partnership or the general partners thereof;

(B) Prevent the commencement of a proceeding against the dissolved or inactive partnership; or

(C) Abate or suspend a proceeding by or against the partnership pending on the effective date of the dissolution or inactivity.

(2) A person who causes service to be made on the Secretary of State under this section must satisfy the following requirements:

(a) The person shall serve the Secretary of State as follows:

(A) By serving the Secretary of State or a clerk on duty in the Office of Secretary of State with a copy of the process, notice or demand and any papers required by law to be delivered in connection with the service and paying the required fee for each party being served; or

(B) By mailing to the Secretary of State a copy of the process, notice or demand by certified or registered mail, and paying the required fee for each party being served.

(b) The person shall transmit to the registered agent, the domestic or foreign limited partnership and all general partners thereof a notice of the service on the Secretary of State and a copy of the process, notice or demand and accompanying papers. The person shall transmit such documents by certified or registered mail, return receipt requested, to the last-known address of the registered agent’s business office in this state, of the domestic or foreign limited partnership and of each general partner respectively, as shown on the records of the Office of Secretary of State.

(c) The person shall file with the appropriate court or other body, as part of the return of service, the return receipt of mailing and an affidavit of the person initiating the proceedings that the person has complied with the requirements of this subsection.

(3) A court may not enter a default against any defendant served under this section who has not either received or rejected a registered or certified letter containing the notice of such service and a copy of the process, notice or demand and accompanying papers, unless the plaintiff can show that the defendant, after due diligence, cannot be found within or without this state and that fact appears by affidavit to the satisfaction of the court or judge thereof. Due diligence is satisfied when it appears from the affidavit that the defendant cannot be found at the last-known address as shown by the records of the Office of Secretary of State, if it appears from the affidavit that inquiry at such address was made within a reasonable time preceding service on the Secretary of State. When due diligence is proved to the court by such an affidavit, the service upon the Secretary of State shall be sufficient valid personal service upon the defendant notwithstanding that the defendant did not actually receive a notice of the service because of the defendant’s failure to notify the Secretary of State of a change in address as required by this chapter.

(4) The Secretary of State shall keep a record of all processes, notices and demands served upon the Secretary of State under this section.

(5) After the completion of initial service upon the Secretary of State, no additional documents need be served upon the Secretary of State to maintain jurisdiction in the same proceeding or to give notice of any motion or provisional process. [1985 c.677 §5d; 1987 c.543 §6; 1991 c.132 §7]

Source: Section 70.040 — When Secretary of State to serve as agent; service on Secretary of State; when default may be entered , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 65.051 — OR Code / Title 7 / Chapter 65 / Section 65.051
65.051 Incorporation
Status: in_force

(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are reviewed, accepted and filed by the Secretary of State.

(2) The Secretary of State’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation applicable at the time of incorporation except as provided in ORS 56.080 (Withdrawal of certificates issued and filings accepted) or in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. [1989 c.1010 §22]

Source: Section 65.051 — Incorporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.391 — OR Code / Title 7 / Chapter 65 / Section 65.391
65.391 Authority to indemnify
Status: in_force

(1) Except as provided in subsection (4) of this section, a corporation may indemnify an individual against liability incurred in a proceeding to which the individual was made a party because the individual is or was a director if:

(a) The conduct of the individual was in good faith;

(b) The individual reasonably believed that the individual’s conduct was in the best interests of the corporation, or at least was not opposed to the corporation’s best interests; and

(c) In the case of a criminal proceeding, the individual did not have reasonable cause to believe the conduct of the individual was unlawful.

(2) A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subsection (1)(b) of this section.

(3) Terminating a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or the equivalent of nolo contendere does not, of itself, determine that the director did not meet the standard of conduct described in this section.

(4) A corporation may not indemnify a director under this section in connection with:

(a) A proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or

(b) A proceeding that charged the director with and adjudged the director liable for improperly receiving a personal benefit.

(5) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

(6) Intentionally left blank —Ed.

(a) A corporation that provides indemnification to a director in accordance with the corporation’s articles of incorporation or bylaws may not amend the articles of incorporation or bylaws so as to eliminate or impair the director’s right to indemnification after an act or omission occurs that subjects the director to a proceeding or to liability for which the director seeks indemnification under the terms of the articles of incorporation or bylaws.

(b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a corporation may eliminate or impair a director’s right to indemnification if at the time the act or omission occurred the corporation’s articles of incorporation or bylaws explicitly authorized the corporation to eliminate or impair the right after an act or omission occurs. [1989 c.1010 §99; 2011 c.227 §5]

Source: Section 65.391 — Authority to indemnify , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.810 — OR Code / Title 7 / Chapter 67 / Section 67.810
67.810 Partnership subject to amendment or repeal of chapter
Status: repealed

All or part of this chapter may be amended or repealed at any time and all partnerships subject to this chapter are governed by any amendment or repeal. [1997 c.775 §83]

Source: Section 67.810 — Partnership subject to amendment or repeal of chapter , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 56.025 — OR Code / Title 7 / Chapter 56 / Section 56.025
56.025 Designation of persons to sign papers
Status: in_force

The Secretary of State may designate one or more of the clerks, deputies or assistants of the Secretary of State, in the name of the Secretary of State, to sign or countersign papers, documents, orders and certificates requiring the signature of the Secretary of State. Any paper, document, order or certificate signed in the name of the Secretary of State by the designated clerk, deputy or assistant shall have the same force and effect as if signed by the Secretary of State. [1959 c.173 §1]

Source: Section 56.025 — Designation of persons to sign papers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 63.034 — OR Code / Title 7 / Chapter 63 / Section 63.034
63.034 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) 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) Written notice to a domestic limited liability company or to a foreign limited liability company authorized to transact business in this state may be addressed to its registered agent at its registered office or to the domestic or foreign limited liability company or its manager or managers at its principal office or mailing address as shown in the records of the office. [1993 c.173 §13; 1995 c.79 §17; 1999 c.86 §2]

Source: Section 63.034 — Knowledge and notice , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.237 — OR Code / Title 7 / Chapter 60 / Section 60.237
60.237 Corporations’ acceptance or rejection of votes, consents, waivers or proxy authorizations
Status: in_force

(1) If the name signed on a vote, consent, waiver or proxy authorization corresponds to the name of a shareholder, a corporation, if acting in good faith, may accept the vote, consent, waiver or proxy authorization and give the vote, consent, waiver or proxy authorization effect as the act of the shareholder.

(2) If the name signed on a vote, consent, waiver or proxy authorization does not correspond to the name of a shareholder, the corporation, if acting in good faith, may nevertheless accept the vote, consent, waiver or proxy authorization and give the vote, consent, waiver or proxy authorization effect as the act of the shareholder if:

(a) The shareholder 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 administrator, executor, guardian or conservator representing the shareholder 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 authorization;

(c) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder 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 authorization;

(d) The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver or proxy authorization; or

(e) Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.

(3) The corporation is entitled to reject a vote, consent, waiver or proxy authorization if:

(a) The secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt about the validity of the signature on the vote, consent, waiver or proxy authorization or about the signatory’s authority to sign for the shareholder; or

(b) The shares of the corporation are registered under ORS chapter 59 or under federal securities law and the shareholder has failed to comply with the disclosure requirements identified in 15 U.S.C. 78m(d) or 78p(a) with respect to the registered corporation.

(4) Intentionally left blank —Ed.

(a) A corporation that rejects a vote, consent, waiver or proxy authorization because a shareholder failed to comply with the disclosure requirements identified in subsection (3)(b) of this section shall reject a vote, consent, waiver or proxy authorization from each shareholder that fails to comply with the disclosure requirements.

(b) A corporation may not continue to reject a vote, consent, waiver or proxy authorization because a shareholder failed to comply with the disclosure requirements identified in subsection (3)(b) of this section after the shareholder complies with the disclosure requirements.

(5) A corporation and the corporation’s officer or agent who accepts or rejects a vote, consent, waiver or proxy authorization in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

(6) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy authorization under this section is valid unless a court of competent jurisdiction determines otherwise. [1987 c.52 §60; 1999 c.371 §3; 2016 c.39 §1]

Source: Section 60.237 — Corporations’ acceptance or rejection of votes, consents, waivers or proxy authorizations , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.101 — OR Code / Title 7 / Chapter 63 / Section 63.101
63.101 Registered name
Status: in_force

(1) A foreign limited liability company may apply to the office to register its name.

(2) The application must set forth the limited liability company name, the state or country of its organization, the date of its organization 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 the limited liability company records in the state or country under whose law it is organized.

(3) If the Secretary of State finds that the name conforms to ORS 63.094 (Limited liability company name) , the Secretary of State shall register the name effective for one year. [1993 c.173 §23]

Source: Section 63.101 — Registered name , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 59.580 — OR Code / Title 7 / Chapter 59 / Section 59.580
59.580 Terms, conditions and forms for registration
Status: in_force

(1) A registering entity offering to accept registrations in beneficiary form may establish the terms and conditions under which it will receive requests for registrations in beneficiary form and for implementation of registrations in beneficiary form, including requests for cancellation of previously registered TOD beneficiary designations and requests for reregistration to effect a change of beneficiary. The terms and conditions so established may provide for proving death, avoiding or resolving any problems concerning fractional shares, designating primary and contingent beneficiaries and substituting a named beneficiary’s descendants to take in the place of the named beneficiary in the event of the beneficiary’s death. Substitution may be indicated by appending to the name of the primary beneficiary the letters LDPS, standing for “lineal descendants per stirpes.” This designation substitutes a deceased beneficiary’s descendants who survive the owner for a beneficiary who fails to so survive, the descendants to be identified and to share in accordance with the law of the beneficiary’s domicile at the owner’s death governing inheritance by descendants of an intestate. Other forms of identifying beneficiaries who are to take on one or more contingencies, and rules for providing proofs and assurances needed to satisfy reasonable concerns by registering entities regarding conditions and identities relevant to accurate implementation of registrations in beneficiary form, may be contained in a registering entity’s terms and conditions.

(2) The following are illustrations of registrations in beneficiary form which a registering entity may authorize:

(a) Sole owner-sole beneficiary: John S. Brown TOD (or POD) John S. Brown Jr.

(b) Multiple owners-sole beneficiary: John S. Brown Mary B. Brown JT TEN TOD John S. Brown Jr.

(c) Multiple owners-primary and secondary (substituted) beneficiaries: John S. Brown Mary B. Brown JT TEN TOD John S. Brown Jr. SUB BENE Peter Q. Brown or John S. Brown Mary B. Brown JT TEN TOD John S. Brown Jr. LDPS. [1991 c.306 §10]

Source: Section 59.580 — Terms, conditions and forms for registration , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 65.224 — OR Code / Title 7 / Chapter 65 / Section 65.224
65.224 Members’ list for meeting
Status: in_force

(1) A corporation shall prepare and maintain a list of the names, contact information and membership dates of all of the corporation’s members. If there are classes of members, the list must also show the contact information for each member and number of votes each member may cast at a meeting of members.

(2) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice of the meeting is given and continuing through the meeting, at the corporation’s principal office or at a reasonable place identified in the meeting notice in the city or other location where the meeting will be held. A member, the member’s agent or the member’s attorney is entitled, on written demand setting forth a proper purpose, to inspect and, subject to the requirements of ORS 65.774 (Inspection of records by members) and 65.782 (Limitations on use of membership list) , to copy the list at a reasonable time and at the member’s expense, during the period the list is available for inspection.

(3) The corporation shall make the list of members available at the meeting, and any member, the member’s agent or the member’s attorney is entitled to inspect the list for any proper purpose at any time during the meeting or any adjournment.

(4) If the corporation refuses to allow a member, the member’s agent or the member’s attorney to inspect the list of members before or at the meeting or to copy the list as permitted by subsection (2) of this section, on application of the member, the circuit court of the county where the corporation’s principal office, or if the principal office is not in this state, where the corporation’s registered office is or was last located, may enter a temporary restraining order or preliminary injunction pursuant to ORCP 79 ordering the inspection or copying at the corporation’s expense and may postpone a meeting until the inspection or copying is complete. The court may award reasonable attorney fees to the prevailing party in an action under this subsection. The party initiating such a proceeding need not post an undertaking under ORCP 82 A.

(5) Refusal or failure to prepare or make available the membership list does not affect the validity of action taken at the meeting.

(6) The articles of incorporation or bylaws of a religious corporation may limit or abolish the rights of a member under this section to inspect and copy any corporate record.

(7) The articles of incorporation of a public benefit corporation organized primarily for political or social action, including but not limited to political or social advocacy, education, litigation or a combination of actions, may limit or abolish the right of a member or the member’s agent or attorney to inspect or copy the membership list if the corporation provides a reasonable means to mail communications to the other members through the corporation at the expense of the member making the request. [1989 c.1010 §60; 1995 c.618 §41; 2005 c.22 §45; 2019 c.174 §44]

Source: Section 65.224 — Members’ list for meeting; attorney fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.247 — OR Code / Title 7 / Chapter 60 / Section 60.247
60.247 Modification of quorum or voting requirements
Status: in_force

(1) The articles of incorporation may provide for a lesser or greater quorum requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter, but in no event shall a quorum for shareholders, or any voting group of shareholders, consist of less than one-third of the votes entitled to be cast on any matter by the shareholders, or voting group of shareholders. The articles of incorporation may provide for a greater voting requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter.

(2) An amendment to the articles of incorporation that adds a greater quorum or voting requirement must meet the quorum requirement and be adopted by the vote and voting groups required to take action under the quorum and voting requirements then in effect. An amendment to the articles of incorporation that changes or deletes a greater quorum or voting requirement must meet the quorum requirement and be adopted by the vote and voting groups required to take action immediately prior to the change or deletion. [1987 c.52 §63; 1989 c.1040 §19]

Source: Section 60.247 — Modification of quorum or voting requirements , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.060 — OR Code / Title 7 / Chapter 62 / Section 62.060
62.060 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 original document, or a facsimile thereof, is on file with the Office of Secretary of State.

(2) The provisions of ORS 56.110 (Evidentiary effect of certificates and other documents issued by Secretary of State) apply to all documents filed pursuant to this chapter. [1987 c.94 §76]

Source: Section 62.060 — Evidentiary effect of copy of filed document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 70.135 — OR Code / Title 7 / Chapter 70 / Section 70.135
70.135 Liability of limited partner
Status: in_force

(1) Except as provided in subsection (4) of this section, a limited partner is not liable for the obligations of a limited partnership unless the limited partner is also a general partner or, in addition to the exercise of rights and powers as a limited partner, the limited partner participates in the control of the business. However, if the limited partner participates in the control of the business, the limited partner is liable only to persons who transact business with the limited partnership and who reasonably believe, based upon the limited partner’s conduct, that the limited partner is a general partner.

(2) A limited partner does not participate in the control of the business within the meaning of subsection (1) of this section solely by doing one or more of the following:

(a) Being a contractor for or an agent or employee of the limited partnership or of a general partner, or being an officer, director or shareholder of a general partner that is a corporation.

(b) Consulting with and advising a general partner with respect to the business of the limited partnership.

(c) Acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership.

(d) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership.

(e) Bringing a derivative action in the right of the limited partnership to recover a judgment in its favor pursuant to ORS 70.400 (Action by limited partner upon refusal of general partner) to 70.415 (Remittance of proceeds received by plaintiff) .

(f) Requesting or attending a meeting of partners.

(g) Proposing, approving or disapproving, by voting or otherwise, one or more of the following matters:

(A) The dissolution and winding up or the continuation of the limited partnership.

(B) The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited partnership.

(C) The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business.

(D) A change in the nature of the business.

(E) The admission or removal of a general partner.

(F) The admission or removal of a limited partner.

(G) A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners.

(H) An amendment to the partnership agreement or certificate of limited partnership.

(I) Matters related to the business of the limited partnership not otherwise listed in this paragraph that the partnership agreement states in writing may be subject to the approval or disapproval of limited partners.

(h) Winding up the limited partnership pursuant to ORS 70.325 (When dissolution occurs) .

(i) Exercising any right or power permitted to limited partners under ORS 70.005 (Definitions) , 70.010 (Name of limited partnership) , 70.025 (Registered agent) to 70.040 (When Secretary of State to serve as agent) , 70.050 (Records required in office in state) , 70.075 (Formation of limited partnership) , 70.080 (Amendment of certificate) , 70.090 (Execution of certificate) to 70.100 (Filing with Office of Secretary of State) , 70.110 (Filing as notice of limited partnership) , 70.125 (Date person becomes limited partner) , 70.135 (Liability of limited partner) , 70.140 (Liability of person who erroneously believes person is limited partner) , 70.175 (Admission of additional general partners) , 70.180 (When person ceases to be general partner) , 70.230 (Obligation of partner) to 70.255 (Withdrawal of partner) , 70.265 (Rights of partner regarding distribution) , 70.275 (Liability of partner who receives return of contribution) , 70.300 (Assignee of partnership interest as limited partner) , 70.325 (When dissolution occurs) , 70.355 (Registration of foreign limited partnership) to 70.375 (Cancellation of registration) , 70.610 (Annual report) and 70.620 (Correction of documents) and not specifically listed in this subsection.

(3) The enumeration in subsection (2) of this section does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by the limited partner in the control of the business of the limited partnership.

(4) A limited partner who knowingly permits the limited partner’s name to be used in the name of the limited partnership, except under circumstances permitted by ORS 70.010 (Name of limited partnership) (2), is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner. [1985 c.677 §20; 1987 c.543 §15]

Source: Section 70.135 — Liability of limited partner , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 65.174 — OR Code / Title 7 / Chapter 65 / Section 65.174
65.174 Derivative suits
Status: in_force

(1) A proceeding may be brought in the right of a domestic corporation or foreign corporation to procure a judgment in the corporation’s favor by:

(a) Any member or members having two percent or more of the voting power or by 20 members, whichever is less;

(b) Any director; or

(c) The Attorney General, if the domestic corporation or foreign corporation is a public benefit corporation or a religious corporation.

(2) In a proceeding brought under this section, each member complainant must have been a member when the transaction complained of occurred.

(3) A complaint in a proceeding brought in the right of a corporation must allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why a demand was not made. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed.

(4) The complainants shall notify the Attorney General within 10 days after commencing any proceeding under this section if the proceeding involves a public benefit corporation or religious corporation or assets held in charitable trust by a mutual benefit corporation.

(5) A proceeding commenced under this section may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation’s members or a class of members, the court shall direct that notice be given the members affected. [1989 c.1010 §50; 2019 c.174 §36]

Source: Section 65.174 — Derivative suits , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.004 — OR Code / Title 7 / Chapter 65 / Section 65.004
65.004 Filing requirements
Status: in_force

(1) Intentionally left blank —Ed.

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

(A) Satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section.

(B) Be a type of document that this chapter or another law requires or permits a person to file with the Secretary of State.

(C) Include the information this chapter requires.

(D) Be legibly written in the English language and in the alphabet used to write the English language, except as provided in subsections (3) and (4) of this section.

(E) Be delivered to the Secretary of State along with the correct filing fee. A filing is effective only as provided in ORS 56.080 (Withdrawal of certificates issued and filings accepted) , 65.001 (Definitions) , 65.011 (Effective time and date of document) , 65.014 (Correcting filed document) and 65.017 (Filing duty of Secretary of State) .

(b) The document may include:

(A) Information other than the information required under paragraph (a) of this subsection;

(B) Arabic or Roman numerals and incidental punctuation;

(C) The seal of the corporation or foreign corporation;

(D) An attestation by the secretary or an assistant secretary of the corporation or foreign corporation; or

(E) An acknowledgment, verification or proof.

(2) Intentionally left blank —Ed.

(a) A person that signs a document for filing under this section must be:

(A) The chairperson of the board of directors, the president or another officer of a corporation or foreign corporation;

(B) An incorporator, if directors of the corporation or foreign corporation have not been selected or if the execution of the document occurs before an organizational meeting has occurred;

(C) A receiver, trustee or other court-appointed fiduciary, if the corporation or foreign corporation is subject to the control of the receiver, trustee or fiduciary;

(D) The person specified in any section of this chapter that required the document to be filed; or

(E) An agent of a person identified in this paragraph, if the person authorizes the agent to execute the document.

(b) The person that signs the document shall:

(A) State beneath or opposite the person’s signature the person’s name and the capacity in which the person signs; and

(B) Declare, above the person’s signature and under penalty of perjury, that the document does not fraudulently conceal, fraudulently obscure, fraudulently alter or otherwise misrepresent the identity of the person or any of the directors, officers, employees or agents of the corporation on behalf of which the person signs.

(3) Intentionally left blank —Ed.

(a) If under ORS 65.016 (Forms) the Secretary of State has prescribed a mandatory form for a document, including an electronic form, the document must be in or on the prescribed form.

(b) The Secretary of State shall make versions of the form described in paragraph (a) of this subsection available in at least the five languages that are most commonly spoken and written in this state by persons with limited proficiency in the English language. Each version of the form must include an English translation of the form’s contents.

(c) For the purpose described in paragraph (b) of this subsection, the Secretary of State shall specify Spanish, Chinese, Vietnamese, Russian and Korean as the five languages that are most commonly spoken and written in this state by persons with limited proficiency in the English language. The Secretary of State shall review the specification in this paragraph after the completion of the 2030 United States Census and each subsequent decennial census and shall recommend in a report to the Joint Committee on Ways and Means any changes in the specification that the Secretary of State deems necessary. The Secretary of State may change the specification only after receiving the approval of the Legislative Assembly and an appropriation in an amount that is sufficient to pay the costs of updating each version of the mandatory form and any system the Secretary of State uses to process the mandatory form.

(d) If a person completes with, or attaches to, a form described in paragraph (a) or (b) of this subsection information written in a language other than English, the person shall submit a reasonably authenticated English translation of the information along with the form.

(4) A certificate of existence required for a foreign corporation may be written in a language other than English if a reasonably authenticated English translation accompanies the certificate. [Amended by 1999 c.486 §10; 2013 c.159 §10; 2019 c.174 §8; 2019 c.597 §5]

Source: Section 65.004 — Filing requirements , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 56.209 — OR Code / Title 7 / Chapter 56 / Section 56.209
56.209 Protections for persons making complaints
Status: in_force

A person who makes a complaint or who participates in a review and investigation of a complaint under ORS 56.206 (Reviews and investigations of complaints) may not be subject to a penalty, sanction or restriction in connection with the person’s employment or be denied any right, privilege or benefit because of the complaint or because of any review and investigation of the complaint. [2013 c.699 §5]

Source: Section 56.209 — Protections for persons making complaints , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 58.048 — OR Code / Title 7 / Chapter 58 / Section 58.048
58.048 When appearance by attorney not required
Status: in_force

The provisions of ORS 9.320 (Necessity for employment of attorney) requiring that a party that is not a natural person appear by attorney in all cases do not apply to a professional corporation incorporated under this chapter or authorized to render professional service or services in this state where the professional corporation is appearing before state administrative agencies. [1993 c.235 §36; 2015 c.7 §5]

Source: Section 58.048 — When appearance by attorney not required , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 67.665 — OR Code / Title 7 / Chapter 67 / Section 67.665
67.665 Reinstatement following administrative revocation
Status: in_force

(1) A limited liability partnership for which the Secretary of State has administratively revoked the limited liability partnership’s registration as a limited liability partnership may apply to the Secretary of State for reinstatement within five years from the date of revocation. The application must:

(a) State the name of the limited liability partnership and the effective date of the administrative revocation of the limited liability partnership’s registration as a limited liability partnership; and

(b) State that the ground or grounds for revocation either did not exist or have been eliminated.

(2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section, that the information is correct and that the limited liability partnership’s name satisfies the requirements of ORS 67.625 (Limited liability partnership name) , the Secretary of State shall reinstate the registration of the limited liability partnership.

(3) When effective, the reinstatement relates back to and takes effect as of the effective date of the administrative revocation and the partnership’s status as a limited liability partnership continues as if the administrative revocation had never occurred.

(4) The Secretary of State may waive the requirement under subsection (1) of this section that the limited liability partnership apply for reinstatement within five years after the date of administrative revocation if the limited liability partnership requests the waiver and provides evidence of the limited liability partnership’s continued existence as an active concern during the period of administrative revocation. [1997 c.775 §65; 2011 c.147 §19]

Source: Section 67.665 — Reinstatement following administrative revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 59.810 — OR Code / Title 7 / Chapter 59 / Section 59.810
59.810 Delivery to customer of true statement of purchase or sale made by broker
Status: in_force

No person engaged in the business of purchasing or selling stocks or bonds as a broker shall refuse to deliver to each customer on whose behalf a purchase or sale of such securities is made by the person, within five days after written demand therefor made within six months following the purchase or sale, a statement or memorandum of the purchase or sale which is true in all material respects and which contains a description of the securities purchased or sold, the name of the person from whom the securities were purchased or to whom they were sold, and the day and hours between which the transaction took place.

Source: Section 59.810 — Delivery to customer of true statement of purchase or sale made by broker , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 58.470 — OR Code / Title 7 / Chapter 58 / Section 58.470
58.470 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 original document, or a facsimile thereof, is on file with the Office of Secretary of State.

(2) The provisions of ORS 56.110 (Evidentiary effect of certificates and other documents issued by Secretary of State) apply to all documents filed pursuant to this chapter. [1987 c.94 §11]

Source: Section 58.470 — Evidentiary effect of copy of filed document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 62.255 — OR Code / Title 7 / Chapter 62 / Section 62.255
62.255 Meetings of members
Status: in_force

(1) Meetings of members may be held either within or without this state as may be provided in the bylaws, and in the absence of a bylaw provision such meetings shall be held at the principal place of business of the cooperative.

(2) An annual meeting of the members shall be held at such time or within such time as may be provided in the bylaws. If the bylaws do not fix a time for such meeting, the annual meeting shall be held in each calendar year at such time as the board shall determine. Failure to hold the annual meeting at the designated time does not work a forfeiture or dissolution of the cooperative.

(3) Special member meetings may be called by the president or the board; or the secretary shall call such a meeting upon the filing of a petition stating the business to be brought before the meeting signed by not less than 10 percent of the members of the cooperative.

(4) Written or printed notice, stating the place, day and hour, and in case of a special member meeting the purposes for which the meeting is called, shall be given to each member and each shareholder, if shareholders are entitled to vote at such meeting, either personally or by mail not less than seven or more than 30 days before the meeting by direction of the person calling the meeting. If mailed, the notice shall be deemed to be given when deposited in the United States mail addressed to the member or shareholder at the address of the member or shareholder as it appears on the records of the cooperative with postage thereon prepaid. At any meeting at which the members are to be represented by delegates, notice to the members may be given by notifying the delegates and their alternates if any.

(5) A cooperative may provide in its bylaws:

(a) For the formation of districts and the holding of member meetings by districts and that elections of directors may be held at district meetings.

(b) That district meetings may elect delegates who shall represent their districts in annual and special meetings of the members. Notice of district meetings shall be given in the same manner as prescribed in this section for member meetings. [1957 c.716 §20]

Source: Section 62.255 — Meetings of members , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 70.125 — OR Code / Title 7 / Chapter 70 / Section 70.125
70.125 Date person becomes limited partner
Status: in_force

(1) A person becomes a limited partner on the later of:

(a) The date the original certificate of limited partnership is filed; or

(b) The date stated in the records of the limited partnership as the date that person becomes a limited partner.

(2) After the filing of a limited partnership’s original certificate of limited partnership, a person may be admitted as an additional limited partner as follows:

(a) In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners.

(b) In the case of an assignee of a partnership interest, upon the occurrence of either of the following:

(A) Upon the exercise by the assignor of a power provided in ORS 70.300 (Assignee of partnership interest as limited partner) , to grant to the assignee the right to become a limited partner, and upon compliance with any conditions limiting the grant or exercise of the power; or

(B) Upon the consent of all partners other than the assignor. [1985 c.677 §18; 1987 c.543 §14]

Source: Section 70.125 — Date person becomes limited partner; admission of additional limited partner , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.321 — OR Code / Title 7 / Chapter 60 / Section 60.321
60.321 Resignation of directors
Status: in_force

(1) A director may resign at any time by delivering written notice to the board of directors, the board’s chairperson or the corporation.

(2) A resignation is effective when the notice is effective under ORS 60.034 (Notice) unless the notice specifies a later effective date.

(3) Once delivered, a notice of resignation is irrevocable unless the board of directors permits the revocation. [1987 c.52 §74; 2017 c.55 §12]

Source: Section 60.321 — Resignation of directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.964 — OR Code / Title 7 / Chapter 65 / Section 65.964
65.964 Saving provisions
Status: repealed

(1) Except as provided in subsections (2), (3) and (4) of this section, the repeal of a statute by chapter 1010, Oregon Laws 1989, does not affect:

(a) The operation of the statute or any action taken under it before its repeal;

(b) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal;

(c) Any violation of the statute, or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; or

(d) Any proceeding, reorganization or dissolution commenced under the statute before its repeal. The proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed.

(2) The provisions of ORS 65.387 (Definitions for ORS 65.387 to 65.414) to 65.414 (Application of ORS 65.387 to 65.411) shall apply to all indemnification made by a corporation after October 3, 1989, and all other actions regarding indemnification taken by or on behalf of a corporation or by a court after October 3, 1989, including all indemnification made and other actions taken after October 3, 1989, with respect to claims that arose or matters that occurred prior to October 3, 1989, or pursuant to any provisions of any articles of incorporation, bylaws, resolutions or agreements in effect prior to October 3, 1989.

(3) If a penalty or punishment imposed for violation of a statute repealed by chapter 1010, Oregon Laws 1989, is reduced by this chapter, the penalty or punishment, if not already imposed, shall be imposed in accordance with this chapter.

(4) This chapter shall apply to any amendment to a corporation’s articles of incorporation filed after October 3, 1989, even if member approval of such amendment occurred prior to October 3, 1989.

(5) Except as specifically provided in this chapter, nothing in this chapter shall affect any powers the Attorney General may have under other statutes or common law. [1989 c.1010 §174]

Source: Section 65.964 — Saving provisions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 70.025 — OR Code / Title 7 / Chapter 70 / Section 70.025
70.025 Registered agent
Status: in_force

(1) Intentionally left blank —Ed.

(a) A domestic limited partnership and a foreign limited partnership that does business in this state and all general partners of each domestic limited partnership or foreign limited partnership must continuously maintain in this state a registered agent and a registered office. 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) The registered agent must be:

(A) An individual resident of this state who has a business office in this state;

(B) A domestic corporation, domestic limited liability company, domestic professional corporation or domestic nonprofit corporation that has a business office in this state; 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 has a business office in this state.

(2) A domestic or foreign limited partnership and the general partners of the domestic or foreign limited partnership may change the registered agent of the domestic or foreign limited partnership by submitting for filing to the Office of Secretary of State a statement described in this subsection. The statement must be executed by a general partner. Filing the statement immediately terminates the existing registered agent and establishes the newly appointed registered agent as the registered agent of the domestic or foreign limited partnership and the general partners of the domestic or foreign limited partnership. The statement must include:

(a) The name of the domestic or foreign limited partnership and the name and address of each general partner of the domestic or foreign limited partnership; and

(b) The name of the successor registered agent and the physical street address of the registered agent’s business office in this state. [1985 c.677 §5a; 1987 c.543 §3; 2001 c.315 §31; 2013 c.158 §32; 2017 c.705 §29]

Source: Section 70.025 — Registered agent; registered office; changing agent , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 62.290 — OR Code / Title 7 / Chapter 62 / Section 62.290
62.290 Executive committee
Status: in_force

(1) If the bylaws so provide, the board may elect an executive committee to consist of three or more directors, which committee to the extent provided in the bylaws of the cooperative shall have and may exercise all the authority of the board in the management of the cooperative, except in respect to:

(a) Apportionment or distribution of net proceeds, savings or losses.

(b) Selection of officers.

(c) Filling of vacancies in the board or the executive committee.

(2) The board may elect other directors as alternates for members of the executive committee.

(3) Designation of an executive committee and the delegation thereto of authority shall not operate to relieve the board or any member thereof of any responsibility imposed upon the board or member by law. [1957 c.716 §25]

Source: Section 62.290 — Executive committee , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 62.045 — OR Code / Title 7 / Chapter 62 / Section 62.045
62.045 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.94 §70; 1995 c.215 §9]

Source: Section 62.045 — Forms; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 59.127 — OR Code / Title 7 / Chapter 59 / Section 59.127
59.127 Liability in connection with purchase or successful solicitation of purchase of securities
Status: in_force

(1) A person is liable as provided in subsection (2) of this section to the person selling the security, if the person:

(a) Purchases or successfully solicits the purchase of a security, other than a federal covered security, in violation of any condition, limitation or restriction imposed upon a registration under the Oregon Securities Law; or

(b) Purchases or successfully solicits the purchase of a security in violation of ORS 59.135 (Fraud and deceit with respect to securities or securities business) (1) or (3) or by means of an untrue statement of a material fact or an omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (the seller not knowing of the untruth or omission), and if the person does not sustain the burden of proof that the person did not know, and in the exercise of reasonable care could not have known, of the untruth or omission.

(2) The seller may recover:

(a) Upon a tender of the consideration paid for the security, the security plus interest from the date of purchase equal to the greater of the rate of interest specified in ORS 82.010 (Legal rate of interest) for judgments for the payment of money, or the rate provided in the security if the security is an interest-bearing obligation;

(b) Damages in the amount that would be recoverable upon a tender, plus any amount received on the security, less the consideration paid for the security; or

(c) If the purchaser no longer owns the security, damages equal to the value of the security when the purchaser disposed of it plus interest on such value at the rate of interest specified in ORS 82.010 (Legal rate of interest) for judgments for the payment of money from the date of disposition, less the consideration paid for the security.

(3) Every person who directly or indirectly controls a purchaser liable under subsection (1) of this section, every partner, limited liability company manager, including a member who is a manager, officer or director of such purchaser, every person occupying a similar status or performing similar functions, and every person who participates or materially aids in the purchase is also liable jointly and severally with and to the same extent as the purchaser, unless the nonpurchaser sustains the burden of proof that the nonpurchaser did not know, and, in the exercise of reasonable care, could not have known, of the existence of facts on which the liability is based. Any person held liable under this section shall be entitled to contribution from those jointly and severally liable with the person.

(4) Notwithstanding the provisions of subsection (3) of this section, a person whose sole function in connection with the purchase of a security is to provide ministerial functions of escrow, custody or deposit services in accordance with applicable law is liable only if the person participates or materially aids in the purchase and the seller sustains the burden of proof that the person knew of the existence of facts on which liability is based or that the person’s failure to know of the existence of such facts was the result of the person’s recklessness or gross negligence.

(5) Any tender specified in this section may be made at any time before entry of judgment.

(6) Except as otherwise provided in this subsection, no action or suit may be commenced under this section more than three years after the purchase. An action under this section for a violation of subsection (1)(b) of this section or ORS 59.135 (Fraud and deceit with respect to securities or securities business) may be commenced within three years after the purchase or two years after the person bringing the action discovered or should have discovered the facts on which the action is based, whichever is later. Failure to commence an action on a timely basis is an affirmative defense.

(7) Any person having a right of action against a broker-dealer, state investment adviser or against a salesperson or investment adviser representative acting within the course and scope or apparent course and scope of the authority of the salesperson or investment adviser representative, under this section shall have a right of action under the bond or irrevocable letter of credit provided in ORS 59.175 (Procedures for notice filing and licensing) .

(8) Subsection (4) of this section shall not limit the liability of any persons:

(a) For conduct other than in the circumstances described in subsection (4) of this section; or

(b) Under any other law, including any other provisions of the Oregon Securities Law.

(9) Except as provided in subsection (10) of this section, the court may award reasonable attorney fees to the prevailing party in an action under this section.

(10) The court may not award attorney fees to a prevailing defendant under the provisions of subsection (9) of this section if the action under this section is maintained as a class action pursuant to ORCP 32. [1975 c.300 §2; 1985 c.349 §14a; 1987 c.158 §11; 1987 c.603 §7; 1991 c.762 §2; 1993 c.508 §29; 1995 c.93 §28; 1995 c.696 §10; 1997 c.772 §11; 2003 c.576 §319; 2003 c.631 §2; 2003 c.786 §2]

Source: Section 59.127 — Liability in connection with purchase or successful solicitation of purchase of securities; recovery by seller; limitations on proceeding; attorney fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 62.800 — OR Code / Title 7 / Chapter 62 / Section 62.800
62.800 Short title
Status: in_force

(1) ORS 62.800 (Short title) to 62.815 (Prohibited actions) may be cited as the Manufactured Dwelling Park Nonprofit Cooperative Corporation Act.

(2) The purpose of ORS 62.800 (Short title) to 62.815 (Prohibited actions) is to recognize the cooperative form of ownership by a nonprofit entity of an interest in real property consisting of a manufactured dwelling park.

(3) In the event of any conflict between ORS 62.800 (Short title) to 62.815 (Prohibited actions) and other provisions of this chapter, ORS 62.800 (Short title) to 62.815 (Prohibited actions) control. [2007 c.607 §2]

Source: Section 62.800 — Short title; purpose; resolution of conflicts , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.344 — OR Code / Title 7 / Chapter 65 / Section 65.344
65.344 Call and notice of meetings
Status: in_force

(1) Unless the articles of incorporation, bylaws or this chapter provides otherwise, regular meetings of the board of directors may be held without additional notice of the date, time, place or purpose of the meeting.

(2) Unless the articles of incorporation or bylaws provide for a longer or shorter period, a corporation shall give notice of the date, time and place of special meetings of the board of directors to each director in accordance with ORS 65.034 (Notice) and at least two days before the meeting. Unless the articles of incorporation, bylaws or this chapter provides otherwise, the notice need not describe the purposes of the special meeting.

(3) Unless the articles of incorporation or bylaws provide otherwise, the presiding officer of the board of directors, the president or 20 percent of the directors then in office may call and give notice of a meeting of the board. [1989 c.1010 §84; 2019 c.174 §62]

Source: Section 65.344 — Call and notice of meetings , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 59.790 — OR Code / Title 7 / Chapter 59 / Section 59.790
59.790 Insolvent broker-dealer receiving securities from customer
Status: in_force

No broker-dealer engaged in the business of purchasing and selling stocks or bonds as a broker-dealer, knowing that the broker-dealer is insolvent, shall accept or receive from a customer ignorant of the insolvency, money, stocks or bonds belonging to the customer, except in liquidation or as security for an existing indebtedness, and thereby cause the customer to lose in whole or in part such money, stocks or bonds. A broker-dealer shall be deemed insolvent within the meaning of this section whenever the aggregate of the property of the broker-dealer is not, at a fair valuation, sufficient in amount to pay the debts of the broker-dealer. [Amended by 1987 c.158 §12]

Source: Section 59.790 — Insolvent broker-dealer receiving securities from customer , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 63.955 — OR Code / Title 7 / Chapter 63 / Section 63.955
63.955 Interstate application
Status: in_force

A limited liability company organized and existing under this chapter may conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district or possession of the United States, or in any foreign country. [1993 c.173 §104]

Source: Section 63.955 — Interstate application , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 70.230 — OR Code / Title 7 / Chapter 70 / Section 70.230
70.230 Obligation of partner
Status: in_force

(1) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in writing signed by the limited partner.

(2) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or other property or to perform services, even if the partner is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, the partner shall be obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the records required to be kept pursuant to ORS 70.050 (Records required in office in state) , of the stated contribution that has not been made.

(3) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor may enforce the original obligation if the creditor extended credit or otherwise acted in reliance on that obligation, during the period occurring:

(a) After the partner signs a writing that reflects the obligation; and

(b) Before the amendment or cancellation thereof to reflect the compromise. [1985 c.677 §29; 1987 c.543 §19]

Source: Section 70.230 — Obligation of partner , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 63.229 — OR Code / Title 7 / Chapter 63 / Section 63.229
63.229 Limitations on distribution
Status: in_force

(1) A distribution may be made by a limited liability company to any member only if, after giving effect to the distribution, in the judgment of the members, for a member-managed limited liability company, or the managers, for a manager-managed limited liability company:

(a) The limited liability company would be able to pay its debts as they become due in the ordinary course of business; and

(b) The fair value of the total assets of the limited liability company would at least equal the sum of:

(A) Its total liabilities; plus

(B) Unless the articles of organization permit otherwise, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution, if any, of other members that are superior to the rights of the members receiving the distribution.

(2) The members or managers of a limited liability company may base a determination that a distribution is not prohibited under subsection (1) of this section either on:

(a) Financial statements that the members or managers reasonably believe have been prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or

(b) A fair valuation or other method that the members or managers reasonably believe is reasonable in the circumstances.

(3) For purposes of this section, the amount, if any, by which a liability as to which the recourse of creditors is limited to specific property of the limited liability company exceeds the fair value of such specific property shall be disregarded as a liability of the limited liability company.

(4) The effect of a distribution under subsection (1) of this section is measured for purposes of this section:

(a) In the case of distribution by purchase, retirement or other acquisition of all or a portion of a member’s interest in the limited liability company, as of the earlier of the date the money or other property is transferred or debt incurred by the limited liability company or the date the member ceases to be a member with respect to the membership interest purchased, retired or otherwise acquired;

(b) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and

(c) In all other cases, as of the date a distribution is authorized if the payment occurs within 120 days after the date of authorization or the date the payment is made if it occurs more than 120 days after the date of authorization.

(5) A limited liability company’s indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the limited liability company’s indebtedness to its general unsecured creditors, unless the member agrees to subordination or the limited liability company grants the member a security interest or other lien against limited liability company assets to secure the indebtedness. [1993 c.173 §46; 1999 c.86 §11]

Source: Section 63.229 — Limitations on distribution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 58.185 — OR Code / Title 7 / Chapter 58 / Section 58.185
58.185 Liabilities of employees, shareholders and the corporation
Status: in_force

(1) As used in this section:

(a) “Licensed Oregon shareholder” means a shareholder of a professional corporation who holds a license to render the specified professional services of the corporation and who practices more than incidentally in this state.

(b) “Specified professional services” means, for each professional corporation, the professional service or services to be rendered through the professional corporation as specified in its articles of incorporation.

(2) This chapter does not affect the law applicable to the professional relationship between a person rendering professional service or services and a person receiving the service or services, and it does not affect the standards of professional conduct of a profession.

(3) In the rendering of specified professional services on behalf of a domestic professional corporation to a person receiving the service or services, a shareholder of the corporation is personally liable as if the shareholder were rendering the service or services as an individual, only for negligent or wrongful acts or omissions or misconduct committed by the shareholder, or by a person under the direct supervision and control of the shareholder.

(4) A licensed Oregon shareholder of a domestic professional corporation shall be jointly and severally liable with all other licensed Oregon shareholders of the corporation only for the negligent or wrongful acts or omissions or misconduct committed in the rendering of specified professional services on behalf of the corporation to persons who were intended to benefit from the service or services.

(5) Joint and several liability under subsection (4) of this section shall be only for professional services rendered on behalf of the corporation that affect a claim, transaction or proceeding in this state. A licensed Oregon shareholder shall not be jointly and severally liable for the negligent or wrongful acts or omissions or misconduct committed in this state by an employee or shareholder who is not licensed to render the specified professional services in this state where the acts or omissions or misconduct are committed only incidentally in this state and affect only a claim, transaction or proceeding in another state. Joint and several liability under subsection (4) of this section for all claims made against a licensed Oregon shareholder during a calendar year shall not exceed $300,000. The total joint and several liability under subsection (4) of this section for a single claim made against one or more licensed Oregon shareholders of a domestic professional corporation during a calendar year shall not exceed $2 million. If the number of licensed Oregon shareholders of a domestic professional corporation multiplied by $300,000 equals an amount that is less than $2 million, the total joint and several liability for a single claim made against one or more licensed Oregon shareholders of that professional corporation during a calendar year shall not exceed an amount equal to $300,000 multiplied by the number of licensed Oregon shareholders. The joint and several liability described in subsection (4) of this section applies only to those licensed Oregon shareholders who are shareholders at the time the negligent or wrongful acts or omissions or misconduct occurred. Two or more claims arising out of a single negligent or wrongful act or omission or misconduct or arising out of a series of related negligent or wrongful acts or omissions or misconduct shall be considered to have been first made at the time the earliest claim arising out of any such negligent or wrongful act or omission or misconduct was first made. A claim shall be considered made when the earliest of the following occurs:

(a) When a legal or equitable proceeding, including arbitration, mediation or a similar proceeding is filed or initiated; or

(b) When the professional corporation or any shareholder receives notice of a claim.

(6) In the rendering of specified professional services on behalf of a foreign professional corporation to a person receiving the service or services, a shareholder of the corporation is personally liable as if the shareholder were rendering the service or services as an individual, only for negligent or wrongful acts or omissions or misconduct committed by the shareholder, or by a person under the direct supervision and control of the shareholder.

(7) A licensed Oregon shareholder of a foreign professional corporation shall be jointly and severally liable with all other licensed Oregon shareholders of the corporation only for the negligent or wrongful acts or omissions or misconduct that affect a claim, transaction or proceeding in this state committed in the rendering of the specified professional services on behalf of the corporation to persons who were intended to benefit from the service or services.

(8) Joint and several liability under subsection (7) of this section shall be only for professional services rendered on behalf of the corporation that affect a claim, transaction or proceeding in this state. A licensed Oregon shareholder shall not be jointly and severally liable for the negligent or wrongful acts or omissions or misconduct committed in this state by an employee or shareholder who is not licensed to render the specified professional services in this state where the acts or omissions or misconduct are committed only incidentally in this state and affect only a claim, transaction or proceeding in another state. Joint and several liability under subsection (7) of this section for all claims made against a licensed Oregon shareholder during a calendar year shall not exceed $300,000. The total joint and several liability under subsection (7) of this section for a single claim made against one or more licensed Oregon shareholders of a foreign professional corporation during a calendar year shall not exceed $2 million. If the number of licensed Oregon shareholders of a foreign professional corporation multiplied by $300,000 equals an amount that is less than $2 million, the total joint and several liability for a single claim made against one or more licensed Oregon shareholders of that foreign professional corporation during a calendar year shall not exceed an amount equal to $300,000 multiplied by the number of licensed Oregon shareholders. The joint and several liability described in subsection (7) of this section applies only to those licensed Oregon shareholders who are shareholders at the time the negligent or wrongful acts or omissions or misconduct occurred. Two or more claims arising out of a single negligent or wrongful act or omission or misconduct or arising out of a series of related negligent or wrongful acts or omissions or misconduct shall be considered to have been first made at the time the earliest claim arising out of any such negligent or wrongful act or omission or misconduct was first made. A claim shall be considered made when the earliest of the following occurs:

(a) When a legal or equitable proceeding, including arbitration, mediation or a similar proceeding is filed or initiated; or

(b) When the professional corporation or any shareholder receives notice of a claim.

(9) The proceeds from any insurance policy maintained by a domestic or foreign professional corporation for the purpose of protecting the professional corporation, its shareholders or employees from liability arising from the negligent or wrongful acts or omissions or misconduct of shareholders or employees in connection with the rendering of the specified professional services shall first be applied to the joint and several liability of licensed Oregon shareholders who do not have liability under subsection (3) or (6) of this section. If the proceeds are not sufficient to satisfy the joint and several liability of the licensed Oregon shareholders who do not have liability under subsection (3) or (6) of this section, the insurance proceeds shall be applied on a pro rata basis to reduce the joint and several liability of such licensed Oregon shareholders.

(10) Notwithstanding subsections (3) to (9) of this section, the corporation shall be liable for its acts in the same manner and to the same extent as any corporation organized under the Oregon Business Corporation Act. However, the shareholders, directors, officers, employees and agents of the corporation are not personally liable for the debts or other contractual obligations of the corporation, except as provided in ORS 60.151 (Liability of shareholders) (1).

(11) A shareholder of a professional corporation shall not be jointly and severally liable solely by reason of being a shareholder of such professional corporation except as expressly provided in this section. [1969 c.592 §15; 1987 c.94 §18; 1993 c.235 §9; 1995 c.684 §1; 1997 c.774 §7]

Source: Section 58.185 — Liabilities of employees, shareholders and the corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 65.481 — OR Code / Title 7 / Chapter 65 / Section 65.481
65.481 Approval of plan of merger
Status: in_force

(1) Subject to the limitations set forth in ORS 65.484 (Limitations on mergers by public benefit or religious corporations) , one or more nonprofit corporations may merge with a business or nonprofit corporation, if the plan of merger is approved as provided in ORS 65.487 (Action on plan of merger by board, members and third persons) .

(2) The plan of merger must set forth:

(a) The name of each business or nonprofit corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;

(b) The terms and conditions of the merger;

(c) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and

(d) If the merger involves a mutual benefit or business corporation, the manner and basis, if any, of converting the memberships or shares of each merging corporation into memberships, obligations, shares or other securities of the surviving or any other corporation or into cash or other property in whole or part.

(3) The plan of merger may set forth:

(a) Amendments to the articles of incorporation of the surviving corporation; and

(b) Other provisions relating to the merger. [1989 c.1010 §118]

Source: Section 65.481 — Approval of plan of merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.455 — OR Code / Title 7 / Chapter 62 / Section 62.455
62.455 Annual report
Status: in_force

(1) A cooperative shall by the cooperative’s anniversary deliver to the office of the Secretary of State for filing an annual report that sets forth:

(a) The name of the cooperative.

(b) The street address of the cooperative’s registered office and the name of the cooperative’s registered agent at the registered office in this state.

(c) The address, including street and number and mailing address, if different, of the cooperative’s principal office.

(d) The names and addresses of the president and secretary of the cooperative.

(e) A description of the primary business activity of the cooperative.

(f) Additional identifying information that the Secretary of State may require by rule.

(2) The information contained in the annual report must be current as of 30 days before the anniversary of the cooperative.

(3) The Secretary of State shall mail the annual report form to any address shown for the cooperative in the current records of the office of the Secretary of State. The failure of the cooperative to receive the annual report form from the Secretary of State does not relieve the cooperative of the cooperative’s duty under this section to deliver an annual report to the office.

(4) If an annual report does not contain the information this section requires, the Secretary of State shall notify the reporting cooperative in writing and return the report to the cooperative for correction. The cooperative must correct the error within 45 days after the Secretary of State gives the notice.

(5) Intentionally left blank —Ed.

(a) A cooperative may update information that is required or permitted in an annual report filing at any time by delivering to the office of the Secretary of State for filing:

(A) An amendment to the annual report if a change in the information set forth in the annual report occurs after the report is delivered to the office for filing and before the next anniversary; or

(B) A statement with the change if the update occurs before the cooperative files the first annual report.

(b) This subsection applies only to a change that is not required to be made by an amendment to the articles of incorporation.

(c) The amendment to the annual report filed under paragraph (a) of this subsection must set forth:

(A) The name of the cooperative as shown on the records of the office; and

(B) The information as changed. [1957 c.716 §63; 1963 c.492 §43; 1983 c.717 §25; 1985 c.728 §66; 1987 c.94 §82; 1987 c.843 §16; 2007 c.186 §4; 2011 c.147 §6]

Source: Section 62.455 — Annual report; form; effect of error; update of information , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.011 — OR Code / Title 7 / Chapter 60 / Section 60.011
60.011 Effective time and date of document
Status: in_force

(1) Except as provided in subsection (2) of this section and ORS 60.014 (Correcting filed document) (3), 60.273 (Defective corporate action) (3) and 60.285 (Corrected corporate action) , a document accepted for filing is effective on the date the Secretary of State files the document and at the time, if any, the document specifies as the document’s effective time or at 12:01 a.m. on that date if the document does not specify an effective time.

(2) If a document specifies a delayed effective time 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 the document is filed. [1987 c.52 §7; 1989 c.1040 §4; 2019 c.325 §19]

Source: Section 60.011 — Effective time and date of document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.707 — OR Code / Title 7 / Chapter 65 / Section 65.707
65.707 Application for authority to transact business
Status: in_force

(1) A foreign corporation may apply for authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth:

(a) The name of the foreign corporation or, if the name the foreign corporation uses is unavailable for use in this state, a corporate name that satisfies the requirements of ORS 65.717 (Corporate name of foreign corporation) ;

(b) The name of the state or country under whose law the foreign corporation is incorporated;

(c) The foreign corporation’s registry number in the state or country under whose law the foreign corporation is incorporated;

(d) The foreign corporation’s date of incorporation and period of duration if the period is not perpetual;

(e) The address including street and number and mailing address, of the foreign corporation’s principal office;

(f) The address, including street and number, of the foreign corporation’s registered office in this state and the name of the foreign corporation’s registered agent at the registered office;

(g) The names and respective addresses of the president and secretary of the foreign corporation;

(h) Whether the foreign corporation has members; and

(i) Whether the foreign corporation, if the foreign corporation had been incorporated in this state, would be a public benefit corporation, mutual benefit corporation or religious corporation.

(2) Intentionally left blank —Ed.

(a) Except as provided in paragraph (b) of this subsection, the foreign corporation shall deliver with the completed application a certificate of existence or a document of similar import, current within 60 days of delivery and authenticated by the official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated.

(b) A foreign corporation need not submit a certificate of existence or document in accordance with paragraph (a) of this subsection if the official who has custody of corporate records in the state or country under whose law the foreign corporation is incorporated provides free access via the Internet to a searchable database that contains evidence of corporate registrations.

(3) A foreign corporation may not be denied authority to transact business in this state by reason of the fact that the laws of the state or country under which the corporation is organized governing the corporation’s organization and internal affairs differ from the laws of this state. [1989 c.1010 §149; 2011 c.147 §15; 2019 c.174 §99]

Source: Section 65.707 — Application for authority to transact business , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.064 — OR Code / Title 7 / Chapter 65 / Section 65.064
65.064 Emergency bylaws and powers
Status: in_force

(1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt, amend or repeal bylaws to be effective only in an emergency as described in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:

(a) Procedures for calling a meeting of the board of directors;

(b) Quorum requirements for the meeting; and

(c) Designation of additional or substitute directors.

(2) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(3) Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation. A corporate director, officer, employee or agent is not liable for deviation from normal procedures if the conduct was authorized by emergency bylaws adopted as provided in this section.

(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 §26; 2019 c.174 §21]

Source: Section 65.064 — Emergency bylaws and powers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.014 — OR Code / Title 7 / Chapter 67 / Section 67.014
67.014 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. [Formerly 67.525]

Source: Section 67.014 — Filing, service, copying and certification fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.017 — OR Code / Title 7 / Chapter 60 / Section 60.017
60.017 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 60.004 (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 60.114 (Change of registered office or registered agent) , 60.117 (Resignation of registered agent) , 60.671 (Judgment of dissolution) , 60.674 (Asset distribution) , 60.724 (Change of registered office or registered agent of foreign corporation) , 60.727 (Resignation of registered agent of foreign corporation) and 60.787 (Annual report) , the Secretary of State shall return an acknowledgment of filing to the domestic or foreign corporation or its representative.

(3) If the Secretary of State refuses to file a document, the Secretary of State shall return it to the domestic or foreign 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. 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. [1987 c.52 §9; 1989 c.1040 §5; 1999 c.486 §6]

Source: Section 60.017 — Filing duty of Secretary of State , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.865 — OR Code / Title 7 / Chapter 62 / Section 62.865
62.865 Effect of repeal of prior statutes
Status: in_force

The repeal (by section 76, chapter 716, Oregon Laws 1957) of the sections compiled in the 1953 part for ORS chapter 62 does not affect any right accrued or established, or any liability or penalty incurred, under the provisions of those sections prior to their repeal. [1957 c.716 §75]

Source: Section 62.865 — Effect of repeal of prior statutes , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.497 — OR Code / Title 7 / Chapter 60 / Section 60.497
60.497 Effect of merger or share exchange
Status: in_force

(1) When a merger involving a corporation takes effect:

(a) Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every other party ceases;

(b) Title to all real estate and other property owned by each of the business entities that were parties to the merger is vested in the surviving business entity without reversion or impairment;

(c) All obligations of each of the business entities that were parties to the merger, including, without limitation, contractual, tort, statutory and administrative obligations, are obligations of the surviving business entity;

(d) An action or proceeding pending against each of the business entities or its owners that were parties to the merger may be continued as if the merger had not occurred, or the surviving business entity may be substituted as a party to the action or proceeding;

(e) If a corporation is the surviving business entity, its articles of incorporation are amended to the extent provided in the plan of merger;

(f) The shares or other ownership interests of each owner that are to be converted into ownership interests or obligations of the surviving business entity or any other business entity, or into cash or other property, are converted as provided in the plan of merger;

(g) Liability of an owner for obligations of the business entity, including, without limitation, contractual, tort, statutory and administrative obligations, shall be determined:

(A) As to obligations incurred prior to merger, according to the laws applicable prior to merger; and

(B) As to obligations incurred after merger, according to the laws applicable after merger, except as provided in paragraph (h) of this subsection;

(h) If prior to merger an owner of a business entity was a partner of a partnership or general partner of a limited partnership and was personally liable for the business entity’s obligations, and after merger is an owner normally protected from personal liability, then such owner shall continue to be personally liable for the business entity’s obligations incurred during the 12 months following merger, if the other party or parties to the transaction reasonably believed that the owner would be personally liable and had not received notice of the merger; and

(i) The registration of an assumed business name of a business entity pursuant to ORS chapter 648 shall continue as the assumed business name of the surviving business entity.

(2) Owners of the business entities that merged are entitled to the rights provided in the plan of merger and:

(a) In the case of shareholders, the rights provided in this chapter; and

(b) In the case of owners of business entities other than corporations, the rights provided in the statutes applicable to that business entity, including, without limitation, any rights to dissent, to dissociate, to withdraw, to recover for breach of any duty or obligation owed by the other owners, and to obtain an appraisal or payment for the value of an owner’s interest.

(3) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under this chapter. [1987 c.52 §120; 1999 c.362 §14; 2001 c.104 §19]

Source: Section 60.497 — Effect of merger or share exchange , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.060 — OR Code / Title 7 / Chapter 67 / Section 67.060
67.060 Partnership property
Status: in_force

Property acquired by a partnership is property of the partnership and not of the partners individually. [1997 c.775 §8]

Source: Section 67.060 — Partnership property , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 62.476 — OR Code / Title 7 / Chapter 62 / Section 62.476
62.476 Indemnification of officers, employees and agents
Status: in_force

Unless a cooperative’s articles of incorporation provide otherwise:

(1) An officer of the cooperative is entitled to mandatory indemnification under ORS 62.466 (Mandatory indemnification of director) , and is entitled to apply for court-ordered indemnification under ORS 62.472 (Court-ordered indemnification) , in each case to the same extent as a director under ORS 62.466 (Mandatory indemnification of director) or 62.472 (Court-ordered indemnification) .

(2) The cooperative may indemnify and advance expenses under ORS 62.462 (Definitions for ORS 62.462 to 62.482) to 62.482 (Application of ORS 62.462 to 62.482) to an officer, employee or agent of the cooperative to the same extent as to a director. [1995 c.195 §21]

Source: Section 62.476 — Indemnification of officers, employees and agents , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 58.101 — OR Code / Title 7 / Chapter 58 / Section 58.101
58.101 Term of office for directors
Status: in_force

(1) Notwithstanding ORS 60.314 (Terms of directors generally) , the articles of incorporation or bylaws of a professional corporation may specify any length for the term of office of director.

(2) If the articles of incorporation or bylaws specify a length for the term of office of director other than that provided in ORS 60.314 (Terms of directors generally) , the bylaws may divide the directors into classes and may assign to each class a different initial term of office so that the terms of office of the classes expire at staggered intervals. Each class shall be as nearly equal in number as possible. At the annual meeting at the time of which the term of office of the directors in a class expires, the number of directors equal to the number of the class whose term expires at the time of the meeting shall be elected to hold office for the term specified in the articles of incorporation or bylaws. [1983 c.172 §2; 1987 c.94 §16]

Source: Section 58.101 — Term of office for directors; classes , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 62.478 — OR Code / Title 7 / Chapter 62 / Section 62.478
62.478 Insurance
Status: in_force

A cooperative may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, officer, employee or agent of the cooperative or who, while a director, officer, employee or agent of the cooperative, is or was serving at the request of the cooperative as a director, officer, partner, trustee, employee or agent of another foreign or domestic cooperative, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The cooperative may purchase and maintain the insurance even if the cooperative has no power to indemnify the individual against the same liability under ORS 62.464 (Authority to indemnify director) or 62.466 (Mandatory indemnification of director) . [1995 c.195 §22]

Source: Section 62.478 — Insurance , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.591 — OR Code / Title 7 / Chapter 60 / Section 60.591
60.591 Court action
Status: in_force

(1) If a demand for payment under ORS 60.587 (Procedure if shareholder dissatisfied with payment or offer) remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand under ORS 60.587 (Procedure if shareholder dissatisfied with payment or offer) and petition the court under subsection (2) of this section to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

(2) The corporation shall commence the proceeding in 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 corporation’s registered office is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.

(3) The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares. All parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

(4) The jurisdiction of the circuit court in which the proceeding is commenced under subsection (2) of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the court order appointing them, or in any amendment to the order. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.

(5) Each dissenter made a party to the proceeding is entitled to judgment for:

(a) The amount, if any, by which the court finds the fair value of the dissenter’s shares, plus interest, exceeds the amount paid by the corporation; or

(b) The fair value, plus accrued interest, of the dissenter’s after-acquired shares for which the corporation elected to withhold payment under ORS 60.584 (After-acquired shares) . [1987 c.52 §136]

Source: Section 60.591 — Court action , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.244 — OR Code / Title 7 / Chapter 60 / Section 60.244
60.244 Action by single and multiple voting groups
Status: in_force

(1) If the articles of incorporation or this chapter provide for voting by a single group on a matter, action on that matter is taken when voted upon by that voting group as provided in ORS 60.241 (Quorum and voting requirements for voting groups) .

(2) If the articles of incorporation or this chapter provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in ORS 60.241 (Quorum and voting requirements for voting groups) . Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter. [1987 c.52 §62; 1991 c.883 §5]

Source: Section 60.244 — Action by single and multiple voting groups , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.627 — OR Code / Title 7 / Chapter 60 / Section 60.627
60.627 Dissolution by board of directors and shareholders
Status: in_force

(1) A corporation’s board of directors may propose dissolution for submission to the shareholders.

(2) For a proposal to dissolve to be adopted:

(a) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and

(b) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (5) of this section.

(3) The board of directors may condition its submission of the proposal for dissolution 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 must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.

(5) Unless 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 proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on the proposal. [1987 c.52 §140]

Source: Section 60.627 — Dissolution by board of directors and shareholders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.367 — OR Code / Title 7 / Chapter 65 / Section 65.367
65.367 Liability for unlawful distributions
Status: in_force

(1) Unless a director complies with the applicable standards of conduct described in ORS 65.357 (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.

(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 65.357 (General standards for directors) ; and

(b) From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter or the articles of incorporation. [1989 c.1010 §91]

Source: Section 65.367 — Liability for unlawful distributions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.050 — OR Code / Title 7 / Chapter 62 / Section 62.050
62.050 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 62.025 (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 62.155 (Registered office and registered agent) and 62.455 (Annual report) , the Secretary of State shall return an acknowledgment of filing to the cooperative or its representative.

(3) If the Secretary of State refuses to file a document, the Secretary of State shall return it to the cooperative 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 §74; 1999 c.486 §8]

Source: Section 62.050 — Filing duty of Secretary of State , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.404 — OR Code / Title 7 / Chapter 65 / Section 65.404
65.404 Determination and authorization of indemnification
Status: in_force

(1) A corporation may not indemnify a director under ORS 65.391 (Authority to indemnify) 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 65.391 (Authority to indemnify) .

(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;

(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 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 of a mutual benefit corporation, but directors who are at the time parties to the proceeding may not vote on the determination.

(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.

(4) A director of a public benefit corporation may not be indemnified until 20 days after the effective date of written notice to the Attorney General of the proposed indemnification. [1989 c.1010 §103]

Source: Section 65.404 — Determination and authorization of indemnification , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.021 — OR Code / Title 7 / Chapter 63 / Section 63.021
63.021 Appeal from Secretary of State’s refusal to file document
Status: in_force

If the Secretary of State refuses to file a document delivered to the office for filing, the domestic or foreign limited liability company, in addition to any other legal remedy which may be available, shall have the right to appeal from such order pursuant to the provisions of ORS chapter 183. [1993 c.173 §9]

Source: Section 63.021 — Appeal from Secretary of State’s refusal to file document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.016 — OR Code / Title 7 / Chapter 65 / Section 65.016
65.016 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. [1989 c.1010 §4; 1995 c.215 §13]

Source: Section 65.016 — Forms; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 59.995 — OR Code / Title 7 / Chapter 59 / Section 59.995
59.995 Civil penalties for ORS 59.005 to 59.505, 59.710 to 59.830 and 59.991
Status: in_force

(1) Intentionally left blank —Ed.

(a) Except as provided in paragraphs (b) and (c) of this subsection, in addition to all other penalties and enforcement provisions provided by law, any person that violates or procures, aids or abets the violation of this section and ORS 59.005 (Short title) to 59.505 (Provision of records to law enforcement and certain state agencies) , 59.710 (Definitions for ORS 59.710 to 59.830) to 59.830 (Self-incrimination by witness) and 59.991 (Criminal penalties for ORS 59.005 to 59.505, 59.710 to 59.830, 59.991 and 59.995) or any rule or order of the Director of the Department of Consumer and Business Services is subject to a penalty of not more than $20,000 for every violation, which must be paid to the General Fund of the State Treasury.

(b) Any person that violates or procures, aids or abets the violation of ORS 59.485 (Required reporting by certain securities professionals of suspected financial exploitation) or of any rule the director adopts for administration of ORS 59.480 (Definitions for ORS 59.480 to 59.505) to 59.505 (Provision of records to law enforcement and certain state agencies) is subject to a penalty of not more than $1,000 for every violation, which must be paid to the General Fund of the State Treasury.

(c) A person that violates or procures, aids or abets a violation of this section or ORS 59.005 (Short title) to 59.505 (Provision of records to law enforcement and certain state agencies) , 59.710 (Definitions for ORS 59.710 to 59.830) to 59.830 (Self-incrimination by witness) and 59.991 (Criminal penalties for ORS 59.005 to 59.505, 59.710 to 59.830, 59.991 and 59.995) or any rule or order of the director and that knows or should know that the act or practice that constitutes the violation injures, or is otherwise directed at, a vulnerable person, as defined in ORS 124.100 (Definitions for ORS 124.100 to 124.140) , is in addition to all other penalties and enforcement provisions provided by law subject to a penalty of not more than $60,000 for each violation, which must be paid to the General Fund of the State Treasury.

(2) Every violation described in subsection (1)(a) and (c) of this section is a separate offense and, in the case of a continuing violation, each day’s continuance is a separate violation, but the maximum penalty for any continuing violation under subsection (1)(a) of this section may not exceed $100,000 and the maximum penalty for a continuing violation under subsection (1)(c) of this section may not exceed $300,000.

(3) Civil penalties under this section shall be imposed as provided in ORS 183.745 (Civil penalty procedures) .

(4) In addition to imposing a penalty provided under this section, the director may order a person whose acts, omissions, practices, operations or violation of ORS 59.005 (Short title) to 59.505 (Provision of records to law enforcement and certain state agencies) and 59.710 (Definitions for ORS 59.710 to 59.830) to 59.830 (Self-incrimination by witness) or a rule or order of the director causes harm to another person to pay restitution to the other person.

(5) This section does not apply to:

(a) A failure to file a notice and pay a fee pursuant to ORS 59.049 (Federal covered securities exempt from registration) (1), (2) or (3);

(b) A failure to file a notice and pay a fee pursuant to ORS 59.165 (Licensing of broker-dealers, investment advisers and salespersons required) (7);

(c) A failure to pay a fee pursuant to ORS 59.175 (Procedures for notice filing and licensing) (9); or

(d) A violation of any rule adopted by the director under ORS 59.049 (Federal covered securities exempt from registration) (1), (2) or (3) or 59.165 (Licensing of broker-dealers, investment advisers and salespersons required) (7). [1973 c.366 §10; 1975 c.491 §5; 1983 c.696 §7; 1985 c.349 §28; 1989 c.197 §18; 1991 c.734 §3; 1997 c.772 §29; 1999 c.53 §6; 1999 c.315 §4; 2017 c.313 §6; 2017 c.514 §8; 2023 c.494 §2]

Source: Section 59.995 — Civil penalties for ORS 59.005 to 59.505, 59.710 to 59.830 and 59.991; exceptions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.825 — OR Code / Title 7 / Chapter 60 / Section 60.825
60.825 Definitions for ORS 60.825 to 60.845
Status: in_force

As used in ORS 60.825 (Definitions for ORS 60.825 to 60.845) to 60.845 (Greater vote of shareholders prohibited) :

(1) “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, another person.

(2) “Associate,” when used to indicate a relationship with any person, means:

(a) Any corporation or organization of which the person is a director, officer or partner or is, directly or indirectly, the owner of 20 percent or more of any class of voting stock;

(b) Any trust or other estate in which the person has at least a 20 percent beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity; and

(c) Any relative or spouse of the person, or any relative of a spouse, who has the same residence as the person.

(3) “Business combination,” when used in reference to any corporation and any interested shareholder of the corporation, means:

(a) Any merger or plan of exchange of the corporation or any direct or indirect majority-owned subsidiary of the corporation with:

(A) The interested shareholder; or

(B) Any other corporation if the merger or plan of exchange is caused by the interested shareholder and as a result of the merger or plan of exchange, ORS 60.835 (Prohibited business combinations) is not applicable to the surviving corporation;

(b) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, except proportionately as a shareholder of the corporation, to or with the interested shareholder, whether as part of a dissolution or otherwise, of assets of the corporation or of any direct or indirect majority-owned subsidiary of the corporation where the assets have an aggregate market value equal to 10 percent or more of either the aggregate market value of all the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation;

(c) Any transaction which results in the issuance or transfer by the corporation or by any direct or indirect majority-owned subsidiary of the corporation of any shares of the corporation or of any such subsidiary to the interested shareholder, except:

(A) Pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares of the corporation or any subsidiary where the securities were outstanding prior to the time that the interested shareholder became an interested shareholder or were distributed pro rata to all holders of a class or series of shares of the corporation or any subsidiary subsequent to the time the interested shareholder became an interested shareholder;

(B) Pursuant to a dividend or distribution paid or made pro rata to all holders of a class or series of shares of the corporation or any subsidiary subsequent to the time the interested shareholder became an interested shareholder, provided that there is no increase in the interested shareholder’s proportionate share of any class or series of shares of the corporation or of the voting stock of the corporation; or

(C) Pursuant to an exchange offer by the corporation to purchase shares made on the same terms to all holders of the shares, provided that there is no increase in the interested shareholder’s proportionate share of any class or series of shares of the corporation or of the voting stock of the corporation;

(d) Any transaction involving the corporation or any direct or indirect majority-owned subsidiary of the corporation which has the effect, directly or indirectly, of increasing the proportionate share of any class or series of shares, or securities convertible into the shares of any class or series, of the corporation or of any such subsidiary which is owned by the interested shareholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares not caused, directly or indirectly, by the interested shareholder; or

(e) Any receipt by the interested shareholder of the benefit, directly or indirectly, except proportionately as a shareholder of such corporation, of any loans, advances, guarantees, pledges or other financial benefits, other than those expressly permitted in paragraphs (a) to (d) of this subsection, provided by or through the corporation or any direct or indirect majority-owned subsidiary.

(4) Intentionally left blank —Ed.

(a) “Control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract or otherwise. A person who is the owner of 10 percent or more of a corporation’s outstanding voting stock shall be presumed to have control of the corporation, in the absence of proof by a preponderance of the evidence to the contrary.

(b) Notwithstanding paragraph (a) of this subsection, a presumption of control shall not apply when a person holds voting stock, in good faith and not for the purpose of circumventing this section, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of the corporation.

(5) Intentionally left blank —Ed.

(a) “Interested shareholder” means:

(A) Any person, other than the corporation and any direct or indirect majority-owned subsidiary of the corporation, that:

(i) Is the owner of shares representing 15 percent or more of the outstanding voting stock of the corporation; or

(ii) Is an affiliate or associate of the corporation and was the owner of shares representing 15 percent or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether the person is an interested shareholder; and

(B) The affiliates and associates of a person described in subparagraph (A) of this paragraph.

(b) Notwithstanding paragraph (a) of this subsection, the term “interested shareholder” shall not include:

(A) Any person who:

(i) Owned shares in excess of the 15 percent limitation described in paragraph (a) of this subsection as of April 4, 1991, and who continued to own shares in excess of the 15 percent limitation or would have but for action by the corporation;

(ii) Acquired shares in excess of the 15 percent limitation described in paragraph (a) of this subsection pursuant to a tender offer commenced prior to April 4, 1991, and who continued to own shares in excess of the 15 percent limitation or would have but for action by the corporation;

(iii) Acquired shares in excess of the 15 percent limitation described in paragraph (a) of this subsection pursuant to an exchange offer announced prior to April 4, 1991, and commenced within 90 days after April 4, 1991, and who continued to own shares in excess of the 15 percent limitation or would have but for action by the corporation; or

(iv) Acquired shares in excess of the 15 percent limitation described in paragraph (a) of this subsection from a person described in sub-subparagraphs (i) to (iii) of this subparagraph by gift, inheritance or in a transaction in which no consideration was exchanged; or

(B) Any person whose ownership of shares in excess of the 15 percent limitation described in paragraph (a) of this subsection is the result of action taken solely by the corporation provided that the person shall be an interested shareholder if the person later acquires additional voting stock of the corporation, except as a result of further corporate action not caused, directly or indirectly, by the person.

(c) For the purpose of determining whether a person is an interested shareholder, the voting shares of the corporation considered to be outstanding shall include shares considered to be owned by the person through application of ORS 60.830 (Ownership of shares) (1).

(6) “Person” means any individual, corporation, partnership, unincorporated association or other entity.

(7) “Voting stock” means shares of any class or series that, together with all other classes or series that vote with the class or series as a group with respect to the election of directors, elects at least a majority of the directors. [1991 c.40 §2]

Source: Section 60.825 — Definitions for ORS 60.825 to 60.845 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).