ORS § 59.370 — OR Code / Title 7 / Chapter 59 / Section 59.370
59.370 Limitation on liability for good faith act or omission
Status: in_force

(1) Provisions of the Oregon Securities Law imposing civil or criminal liability do not apply to an act done or omitted in good faith in conformity with a rule or order of the Director of the Department of Consumer and Business Services, notwithstanding that the rule or order may later be amended or rescinded or be determined by judicial or other authority to be invalid for any reason.

(2) A broker-dealer, federal covered investment adviser or state investment adviser shall report information to the director regarding salespersons or investment adviser representatives licensed to the broker-dealer, federal covered investment adviser or state investment adviser. The director, by rule, shall establish the reporting requirements under this subsection. In adopting rules under this subsection, the director shall consider and to the greatest extent practicable adopt the applicable public reporting requirements of the National Association of Securities Dealers, Inc., and the federal Securities and Exchange Commission.

(3) A broker-dealer, federal covered investment adviser or state investment adviser is not liable in any civil action by or on behalf of a salesperson or an investment adviser representative, including counterclaims, third-party claims or cross-claims, that is related to an alleged untrue statement made in connection with a report made under subsection (2) of this section, unless the salesperson or investment adviser representative shows by clear and convincing evidence that:

(a) The broker-dealer, federal covered investment adviser or state investment adviser knew at the time the report was made that the report contained a statement regarding the salesperson or investment adviser representative that was false in any material respect; or

(b) The broker-dealer, federal covered investment adviser or state investment adviser acted in reckless disregard as to the statement’s truth or falsity. [1987 c.603 §21; 2001 c.434 §1]

Source: Section 59.370 — Limitation on liability for good faith act or omission; reports regarding salespersons or investment adviser representatives; limitation on liability related to reports; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 70.385 — OR Code / Title 7 / Chapter 70 / Section 70.385
70.385 Attorney General’s enforcement
Status: in_force

The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of ORS 70.350 (Law applicable to foreign limited partnership) to 70.385 (Attorney General’s enforcement) . [1985 c.677 §56]

Source: Section 70.385 — Attorney General’s enforcement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 65.131 — OR Code / Title 7 / Chapter 65 / Section 65.131
65.131 Admission
Status: in_force

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

(2) A person may not be admitted as a member without consent of the person, express or implied.

(3) A corporation may not issue a document that entitles an unidentified individual or entity that possesses the document to membership in the corporation. [1989 c.1010 §39; 2019 c.174 §28]

Source: Section 65.131 — Admission , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.441 — OR Code / Title 7 / Chapter 63 / Section 63.441
63.441 Amendment by managers
Status: in_force

Except as provided in the articles of organization, the manager or managers of a manager-managed limited liability company may adopt without member action one or more amendments to the articles of organization to:

(1) Delete the names and addresses of the initial managers, if named in the initial articles of organization;

(2) Delete the name and address of the initial registered agent or registered office, if a statement of change is filed with the office of the Secretary of State;

(3) Delete the mailing address of the limited liability company if a report reflecting the mailing address has been filed with the office of the Secretary of State;

(4) Change the limited liability company’s name by substituting “limited liability company” for the abbreviation “L.L.C.” or “LLC,” substituting the abbreviation “L.L.C.” for “limited liability company” or “LLC,” or substituting the abbreviation “LLC” for “limited liability company” or “L.L.C.”; or

(5) Make any other changes expressly permitted by this chapter to be made without member action. [1993 c.173 §73; 1995 c.93 §16; 1999 c.86 §14]

Source: Section 63.441 — Amendment by managers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.337 — OR Code / Title 7 / Chapter 60 / Section 60.337
60.337 Meetings
Status: in_force

(1) The board of directors may hold regular or special meetings in or out of this state.

(2) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. [1987 c.52 §79]

Source: Section 60.337 — Meetings , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.451 — OR Code / Title 7 / Chapter 60 / Section 60.451
60.451 Restated articles of incorporation
Status: in_force

(1) A corporation’s board of directors may restate its articles of incorporation at any time with or without shareholder action. If a corporation has not yet issued shares, its incorporators or the board of directors may adopt restated articles of incorporation, subject to the requirements of ORS 60.444 (Amendment before issuance of shares) .

(2) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in ORS 60.437 (Amendment by board of directors and shareholders) .

(3) If the board of directors submits a restatement for shareholder action, 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 the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.

(4) A corporation restating its articles of incorporation shall deliver to the office for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:

(a) Whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or

(b) If the restatement contains an amendment to the articles requiring shareholder approval, the information required by ORS 60.447 (Articles of amendment) .

(5) Restated articles of incorporation shall contain all statements required to be included in original articles of incorporation except that no statement is required to be made with respect to:

(a) The names and addresses of the incorporators or the initial or present registered office or agent; or

(b) The mailing address of the corporation if an annual report has been filed with the office of the Secretary of State.

(6) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(7) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (4) of this section. [1987 c.52 §109; 1989 c.1040 §25]

Source: Section 60.451 — Restated articles of incorporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.160 — OR Code / Title 7 / Chapter 63 / Section 63.160
63.160 Limitation of liability and indemnification
Status: in_force

The articles of organization or any operating agreement may provide for indemnification of any person for acts or omissions as a member, manager, employee or agent and may eliminate or limit the liability of a member, manager, employee or agent to the limited liability company or its members for damages from such acts or omissions. However, no such provision shall eliminate or limit the liability or provide for indemnification of a member of a member-managed limited liability company or a manager of a manager-managed limited liability company for any act or omission occurring prior to the date when such provision became effective, and no such provision shall eliminate or limit the liability or provide for indemnification of a member or manager for:

(1) Any breach of the member’s or manager’s duty of loyalty to the limited liability company or its members;

(2) Acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law;

(3) Any unlawful distribution under ORS 63.235 (Liability for wrongful distribution) ; or

(4) Any transaction from which the member or manager derives an improper personal benefit. [1993 c.173 §34; 1995 c.93 §7; 1997 c.646 §16; 1999 c.86 §9]

Source: Section 63.160 — Limitation of liability and indemnification , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.961 — OR Code / Title 7 / Chapter 65 / Section 65.961
65.961 Application to qualified foreign corporations
Status: in_force

A foreign corporation authorized to engage in activities in this state on October 3, 1989, is subject to this chapter but is not required to apply for new authority to engage in activities under this chapter. [1989 c.1010 §173]

Source: Section 65.961 — Application to qualified foreign corporations , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.565 — OR Code / Title 7 / Chapter 62 / Section 62.565
62.565 Articles of amendment
Status: in_force

(1) Following adoption of an amendment or amendments to articles as provided in this chapter, articles of amendment shall set forth:

(a) The name of the cooperative.

(b) The text of each amendment adopted.

(c) The date of the adoption of the amendment by the members.

(d) The numbers of members voting for and against the amendment.

(e) If affected shareholders had the right to vote under ORS 62.560 (Shareholder voting on amendments to articles) , the number of affected shareholders, the number of shareholder votes entitled to be voted thereon, and the numbers of such votes cast for and against the amendment.

(2) No amendment shall affect any existing cause of action in favor of or against the cooperative, or any pending suit to which the cooperative is a party, or the existing rights of persons other than members or affected shareholders; and, if the cooperative’s name is changed by amendment, no suit brought by or against the cooperative under its former name shall abate for that reason. [1957 c.716 §40; 1981 c.633 §63; 1985 c.728 §69; 1987 c.94 §85; 1995 c.195 §32]

Source: Section 62.565 — Articles of amendment; effect of amendment , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.171 — OR Code / Title 7 / Chapter 65 / Section 65.171
65.171 Acquiring memberships
Status: in_force

(1) A public benefit corporation or religious corporation may not acquire for value any of the corporation’s memberships or any right arising from a membership, unless the member is a public benefit corporation or religious corporation.

(2) A mutual benefit corporation may acquire the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by the mutual benefit corporation’s articles of incorporation or bylaws.

(3) An acquisition of memberships may not be made in violation of ORS 65.551 (Prohibited distributions) or 65.554 (Authorized distributions) . [1989 c.1010 §49; 2019 c.174 §35]

Source: Section 65.171 — Acquiring memberships , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.757 — OR Code / Title 7 / Chapter 65 / Section 65.757
65.757 Judgment of revocation
Status: in_force

(1) If after a hearing a court determines that one or more grounds for judicial revocation of authority described in ORS 65.751 (Grounds for judicial revocation) exists, the court may enter a judgment revoking a foreign corporation’s authority to transact business in Oregon and specifying the effective date of the revocation. The clerk of the court shall deliver a certified copy of the judgment to the Secretary of State for filing.

(2) The authority of a foreign corporation to transact business in Oregon ceases as of the date of the judgment of revocation.

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

(4) Revocation of a foreign corporation’s authority to transact business in this state terminates the authority of the foreign corporation’s registered agent. [1989 c.1010 §163; 2003 c.576 §330; 2019 c.174 §106]

Source: Section 65.757 — Judgment of revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.621 — OR Code / Title 7 / Chapter 63 / Section 63.621
63.621 Dissolution
Status: in_force

A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:

(1) Upon reaching the time for dissolution, if any, specified in the articles of organization.

(2) Upon the occurrence of events specified in the articles of organization or any operating agreement.

(3) By the vote or such other action of the members as provided in the articles of organization or any operating agreement or, if neither the articles of organization nor any operating agreement so provides, by the consent of all the members.

(4) At such time as the limited liability company has no members.

(5) Upon administrative dissolution by the Secretary of State under ORS 63.651 (Procedure) .

(6) Upon entry of a judgment of judicial dissolution under ORS 63.671 (Judgment of dissolution) . [1993 c.173 §54; 1995 c.93 §18; 1997 c.646 §10; 2003 c.576 §327]

Source: Section 63.621 — Dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 62.617 — OR Code / Title 7 / Chapter 62 / Section 62.617
62.617 Merger
Status: in_force

(1) One or more business entities may merge into a cooperative 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 cooperative 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 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 cooperative 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.

(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 cooperative, any additional information required for a merger by the statutes governing that type of business entity.

(3) The plan of merger may set forth:

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

(b) Other provisions relating to the merger. [1999 c.362 §24; 2001 c.315 §15; 2003 c.80 §19]

Source: Section 62.617 — Merger; plan of merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.551 — OR Code / Title 7 / Chapter 65 / Section 65.551
65.551 Prohibited distributions
Status: in_force

Except as authorized by ORS 65.554 (Authorized distributions) , a corporation shall not make any distributions. [1989 c.1010 §128]

Source: Section 65.551 — Prohibited distributions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.835 — OR Code / Title 7 / Chapter 60 / Section 60.835
60.835 Prohibited business combinations
Status: in_force

Notwithstanding any other provision of this chapter, a corporation shall not engage in any business combination with any interested shareholder for a period of three years following the date that the shareholder became an interested shareholder, unless:

(1) Prior to that date the board of directors of the corporation approved either the business combination or the transaction which resulted in the shareholder becoming an interested shareholder;

(2) Upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85 percent of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by:

(a) Persons who are directors and also officers; and

(b) Employee share plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

(3) On or subsequent to the date, the business combination is approved by the board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least 66-2/3 percent of the outstanding voting stock which is not owned by the interested shareholder. [1991 c.40 §4; 1991 c.883 §18; 1991 c.927 §5]

Source: Section 60.835 — Prohibited business combinations , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 59.495 — OR Code / Title 7 / Chapter 59 / Section 59.495
59.495 Delay of disbursements
Status: in_force

(1) A broker-dealer or state investment adviser may delay a disbursement from an account of a vulnerable person or an account on which a vulnerable person is a beneficiary if:

(a) The broker-dealer, the state investment adviser or a qualified individual reasonably believes that the requested disbursement might result in financial exploitation of a vulnerable person; and

(b) The broker-dealer or state investment adviser:

(A) Within two business days of the request for disbursement, provides written notification of the delay and the reason for the delay to all parties authorized to transact business on the account, except to any party that is suspected to have engaged in actual or attempted financial exploitation of the vulnerable person;

(B) Within two business days of the request for disbursement, notifies the Department of Consumer and Business Services and the Department of Human Services of the delay and the reason for the delay; and

(C) Conducts an internal review of the suspected financial exploitation and reports the results of the review to the Department of Consumer and Business Services and the Department of Human Services.

(2) A delay of a disbursement under this section may not extend beyond the earlier of:

(a) Fifteen business days after the date on which the broker-dealer or state investment adviser first delayed disbursement of the funds; or

(b) The date on which a determination is made by the broker-dealer or state investment adviser that the disbursement will not result in financial exploitation of the vulnerable person.

(3) Notwithstanding subsection (2) of this section, upon request of the Department of Consumer and Business Services, a delay of a disbursement under this section may extend beyond 15 business days after the date on which the broker-dealer or state investment adviser first delayed disbursement of the funds, but not beyond the earliest of:

(a) Twenty-five business days after the date on which the broker-dealer or state investment adviser first delayed disbursement of the funds;

(b) The date on which an order terminating the delay is entered by a court of competent jurisdiction; or

(c) The date on which the department issues an order terminating the delay.

(4) The department or a broker-dealer or state investment adviser that initiated a delay of a disbursement under this section may petition a court of competent jurisdiction for an order delaying or enjoining a disbursement of funds or for other protective relief on the grounds that financial exploitation of a vulnerable person is otherwise likely to occur. [2017 c.514 §5]

Source: Section 59.495 — Delay of disbursements; notifications , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 65.054 — OR Code / Title 7 / Chapter 65 / Section 65.054
65.054 Liability for preincorporation transactions
Status: in_force

All persons purporting to act as or on behalf of a corporation organized or subject to the authority of this chapter, knowing there was no incorporation under this chapter at the relevant time, may be held to be jointly and severally liable for all liabilities created while so acting if, under the circumstances, it is equitable to do so. [1989 c.1010 §23]

Source: Section 65.054 — Liability for preincorporation transactions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.283 — OR Code / Title 7 / Chapter 62 / Section 62.283
62.283 Standard of conduct for directors
Status: in_force

(1) A director shall discharge the duties of a director, including the duties as a member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the director reasonably believes to be in the best interests of the cooperative.

(2) In discharging the duties of a director, a director 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 cooperative whom the director reasonably believes to be reliable and competent in the matters presented;

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

(c) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.

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

(4) A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of the director’s office in compliance with this section.

(5) When evaluating any offer of another party to make a tender or exchange offer for any equity security of the cooperative or any proposal to merge or consolidate the cooperative with another corporation or cooperative or to purchase or otherwise acquire all or substantially all the properties and assets of the corporation or cooperative, the directors of the cooperative may, in determining what they believe to be in the best interests of the cooperative, give due consideration to the social, legal and economic effects on employees, customers and suppliers of the cooperative and on the communities and geographical areas in which the cooperative and its subsidiaries operate, the economy of the state and nation, the long term as well as short term interests of the cooperative and its members, including the possibility that these interests may be best served by the continued independence of the cooperative, and other relevant factors. [1981 c.542 §3; 1995 c.195 §8]

Source: Section 62.283 — Standard of conduct for directors; permissible reliance on opinions and reports of others; limitation of liability , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 62.145 — OR Code / Title 7 / Chapter 62 / Section 62.145
62.145 Membership
Status: in_force

(1) Membership in a cooperative is conditioned on ownership of a share of membership stock or payment of a membership fee as set forth in the articles. If the articles so provide, the bylaws may authorize a procedure by which the membership fee initially stated in the articles pursuant to ORS 62.513 (Contents of articles of incorporation) (1)(c) may be changed without filing amended or restated articles. The bylaws of a cooperative may authorize membership conditioned upon payment of part of the membership fee or payment for part of the membership stock subscribed for and compliance with an agreement to pay the balance.

(2) Qualifications for membership and method of acceptance of members shall be as set forth in the bylaws of the cooperative.

(3) Bylaws may provide for termination of membership and the conditions and terms thereof. [1957 c.716 §9; 1995 c.195 §2]

Source: Section 62.145 — Membership , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.476 — OR Code / Title 7 / Chapter 60 / Section 60.476
60.476 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 at the later of the date and time determined in accordance with ORS 60.011 (Effective time and date of document) or the date and time determined under the statutes that govern the business entity that is not a corporation. [1999 c.362 §9; 2001 c.315 §7; 2015 c.28 §1]

Source: Section 60.476 — Articles and plan of conversion , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 70.265 — OR Code / Title 7 / Chapter 70 / Section 70.265
70.265 Rights of partner regarding distribution
Status: in_force

(1) Except as provided in writing in the partnership agreement, a partner has no right to demand and receive any distribution from a limited partnership in any form other than cash, regardless of the nature of the partner’s contribution. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset that is equal to the percentage in which the partner shares in distributions from the limited partnership.

(2) When a partner becomes entitled to receive a distribution, the partner has the status of and is entitled to all remedies available to a creditor of the limited partnership with respect to the distribution. [1985 c.677 §§36,37; 1987 c.543 §24]

Source: Section 70.265 — Rights of partner regarding distribution; remedies , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.731 — OR Code / Title 7 / Chapter 60 / Section 60.731
60.731 Service on foreign corporation
Status: in_force

(1) The registered agent appointed by a foreign corporation authorized to transact business in this state shall be an agent of such corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served.

(2) The Secretary of State shall be an agent of a foreign corporation upon whom any process, notice or demand may be served, if:

(a) The corporation is authorized to transact business in this state, and it fails to appoint or maintain a registered agent in this state, or its registered agent cannot with reasonable diligence be found at the registered office;

(b) The corporation’s authority to transact business in this state has been revoked;

(c) The corporation is transacting business in this state without being authorized as provided in this chapter;

(d) The corporation has been authorized to transact business in this state and has withdrawn; or

(e) The corporation has transacted business in this state without being authorized to do so, has ceased to transact business and has become subject to service on the Secretary of State as prescribed in this chapter.

(3) Service on the Secretary of State of any such process, notice or demand shall be made in the same manner as provided in ORS 60.121 (Service on corporation) (3), except that when the corporation served is not authorized to transact business in this state and was not authorized to transact business in this state at the time the transaction, event or occurrence upon which the proceeding is based occurred, the copy of the process, notice or demand shall be sent immediately by registered or certified mail by the plaintiff or the attorney of the plaintiff to the principal office or place of business of the corporation, instead of the last registered office of the corporation.

(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 completion of initial service upon the Secretary of State, no additional documents need to be served upon the Secretary of State to maintain jurisdiction in the same proceeding or to give notice of any motion or provisional process.

(6) Nothing contained in this section shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a corporation in any other manner permitted by law, or enlarge the purposes for which service on the Secretary of State is permitted where such purposes are limited by other provisions of law. [1987 c.52 §164]

Source: Section 60.731 — Service on foreign corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.155 — OR Code / Title 7 / Chapter 63 / Section 63.155
63.155 Duties and standard of conduct
Status: in_force

(1) The only fiduciary duties a member owes to a member-managed limited liability company and its other members are the duty of loyalty and the duty of care set forth in subsections (2) and (3) of this section.

(2) A member’s duty of loyalty to a member-managed limited liability company and its other members includes the following:

(a) To account to the limited liability company and hold for it any property, profit or benefit derived by the member in the conduct and winding up of the limited liability company’s business or derived from a use by the member of limited liability company property, including the appropriation of a limited liability company opportunity;

(b) Except as provided in subsections (5) and (6) of this section, to refrain from dealing with the limited liability company in a manner adverse to the limited liability company and to refrain from representing a person with an interest adverse to the limited liability company, in the conduct or winding up of the limited liability company’s business; and

(c) To refrain from competing with the limited liability company in the conduct of the business of the limited liability company before the dissolution of the limited liability company.

(3) A member’s duty of care to a member-managed limited liability company and the other members in the conduct and winding up of the business of the limited liability company is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.

(4) A member shall discharge the duties to a member-managed limited liability company and the other members under this chapter or under any operating agreement of the limited liability company and exercise any rights consistent with the obligation of good faith and fair dealing.

(5) A member of a member-managed limited liability company does not violate a duty or obligation under this chapter or under any operating agreement of the limited liability company merely because the member’s conduct furthers the member’s own interest.

(6) A member of a member-managed limited liability company may lend money to or transact other business with the limited liability company, provided that any loan or transaction between the member and the limited liability company must be:

(a) Fair to the limited liability company;

(b) Authorized by an operating agreement; or

(c) Authorized or ratified by a majority of the disinterested members or by a number or percentage of members specified in the operating agreement after full disclosure of all material facts.

(7) Loans and other transactions between a member-managed limited liability company and a member are binding on the parties in the same manner as transactions between the limited liability company and persons who are not members, subject to other applicable law.

(8) This section also applies to a person who is not a member and who is winding up the limited liability company’s business.

(9) In a manager-managed limited liability company:

(a) A member who is not also a manager owes no duties to the limited liability company or the other members solely by reason of being a member;

(b) A manager is held to the same standards of conduct prescribed for members in subsections (2) to (8) of this section;

(c) A member who, pursuant to an operating agreement, exercises some or all of the rights of a manager in the management and conduct of the limited liability company’s business is held to the standards of conduct described in subsections (2) to (8) of this section to the extent that the member exercises the managerial authority vested in a manager by this chapter; and

(d) A manager is relieved of liability imposed by law for violation of the standards prescribed by this section to the extent, if any, of the managerial authority delegated to the members who are not also managers by an operating agreement.

(10) The articles of organization or an operating agreement of a limited liability company may not:

(a) Eliminate completely the duty of loyalty under subsection (2) of this section, but the articles of organization or an operating agreement may:

(A) Identify specific types or categories of activities that do not violate the duty of loyalty, if not unconscionable; and

(B) Specify the number or percentage of members, whether interested or disinterested, or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.

(b) Unreasonably reduce the duty of care under subsection (3) of this section.

(c) Eliminate completely the obligation of good faith and fair dealing under subsection (4) of this section, but the articles of organization or an operating agreement may determine the standards by which performance of the obligation of good faith and fair dealing is to be measured, if the standards are not unconscionable.

(11) For the purposes of subsection (10)(a) of this section, specific types or categories of activities that may be identified as not violating the duty of loyalty include, but are not limited to:

(a) Competing with the limited liability company in the conduct of the business of the limited liability company before the dissolution of the limited liability company; and

(b) Entering into or engaging in, for a member’s own account, an investment, business, transaction or activity that is similar to the investments, businesses, transactions or activities of the limited liability company without:

(A) First offering the limited liability company or the other members an opportunity to participate in the investment, business, transaction or activity; or

(B) Having any obligation to account to the limited liability company or the other members for the investment, business, transaction or activity or the profits from the investment, business, transaction or activity. [1993 c.173 §33; 1999 c.86 §8; 2001 c.315 §23]

Source: Section 63.155 — Duties and standard of conduct , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.830 — OR Code / Title 7 / Chapter 60 / Section 60.830
60.830 Ownership of shares
Status: in_force

(1) For purposes of ORS 60.825 (Definitions for ORS 60.825 to 60.845) to 60.845 (Greater vote of shareholders prohibited) , a person shall be considered to be the “owner” of and to “own” any shares:

(a) Which the person or any of the person’s affiliates or associates, directly or indirectly, have the power to vote or dispose of, including voting or dispositive power pursuant to any agreement, arrangement or understanding, whether or not in writing;

(b) Over which the person or any of the person’s affiliates or associates, directly or indirectly, have the right to acquire voting or dispositive power, whether the right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement or understanding, whether or not in writing, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; or

(c) Which are owned, directly or indirectly, by any other person, or any affiliate or associate of the person, with which the person, or any affiliates or associates of the person, have any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting or disposing of any securities of the corporation.

(2) For purposes of subsection (1) of this section, a person shall not be considered to be the “owner” of or to “own” any shares:

(a) If an agreement, arrangement or understanding to vote shares arises solely from a revocable proxy or consent given to the person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations of the Securities Exchange Act of 1934;

(b) Tendered pursuant to a tender or exchange offer made by or on behalf of the person or any of the person’s affiliates or associates until any tendered shares are accepted for purchase or exchange; or

(c) Acquired by a person engaged in business as an underwriter of securities through the person’s participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of the acquisition of the shares. [1991 c.40 §3]

Source: Section 60.830 — Ownership of shares , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.414 — OR Code / Title 7 / Chapter 65 / Section 65.414
65.414 Application of ORS 65.387 to 65.411
Status: in_force

(1) The indemnification and provisions for advancement of expenses provided by ORS 65.387 (Definitions for ORS 65.387 to 65.414) to 65.411 (Insurance) shall not be deemed exclusive of any other rights to which directors, officers, employees or agents may be entitled under the corporation’s articles of incorporation or bylaws, any agreement, general or specific action of its board of directors, vote of members or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Specifically and not by way of limitation, a corporation shall have the power to make or agree to make any further indemnification, including advancement of expenses, of:

(a) Any director as authorized by the articles of incorporation, any bylaws approved, adopted or ratified by the members or any resolution or agreement approved, adopted or ratified, before or after such indemnification or agreement is made, by the members, provided that no such indemnification shall indemnify any director from or on account of acts or omissions for which liability could not be eliminated under ORS 65.047 (Articles of incorporation) (2)(c); and

(b) Any officer, employee or agent who is not a director as authorized by its articles of incorporation or bylaws, general or specific action of its board of directors or agreement. Unless the articles of incorporation, or any such bylaws, agreement or resolution provide otherwise, any determination as to any further indemnity under this paragraph shall be made in accordance with ORS 65.404 (Determination and authorization of indemnification) .

(2) If articles of incorporation limit indemnification or advance of expenses, any indemnification and advance of expenses are valid only to the extent consistent with the articles of incorporation.

(3) ORS 65.387 (Definitions for ORS 65.387 to 65.414) to 65.411 (Insurance) do not limit a corporation’s power to pay or reimburse expenses incurred by a director in connection with the director’s appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to a proceeding.

(4) A report of indemnification must be made in accordance with ORS 65.784 (Report to members and other persons of indemnification) . [1989 c.1010 §106; 1991 c.231 §9]

Source: Section 65.414 — Application of ORS 65.387 to 65.411 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.001 — OR Code / Title 7 / Chapter 63 / Section 63.001
63.001 Definitions
Status: in_force

As used in this chapter:

(1) “Anniversary” means the day each year that is exactly one or more years after:

(a) The date on which the Secretary of State files the articles of organization for a domestic limited liability company.

(b) The date on which the Secretary of State files a foreign limited liability company’s application for authority to transact business in this state.

(2) “Articles of organization” means the document described in ORS 63.047 (Articles of organization) that forms a limited liability company, including articles of organization as the articles of organization may be amended or restated, articles of conversion and articles of merger.

(3) “Bankruptcy” means:

(a) A member’s assignment for the benefit of creditors;

(b) A member’s commencement of a voluntary bankruptcy case;

(c) Adjudication of a member as bankrupt or insolvent;

(d) A member’s filing of a petition or answer to seek for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule;

(e) A member’s filing of an answer or other pleading that admits or fails to contest the material allegations of a petition filed against the member in a bankruptcy procedure;

(f) Seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of the member or of all or any substantial part of the member’s properties;

(g) A commencement of an involuntary bankruptcy case against a member that has not been dismissed on or before the 120th day after the commencement of the case;

(h) An appointment, without the member’s consent, of a trustee, receiver or liquidator either of the member or of all or any substantial part of the member’s properties that is not vacated or stayed on or before the 90th day after the appointment; or

(i) An appointment described in paragraph (h) of this subsection that is not vacated on or before the 90th day after the stay described in paragraph (h) of this subsection expires.

(4) “Contribution” means anything of value that a person contributes to the limited liability company as a prerequisite for or in connection with membership including cash, property or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services.

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

(6) “Distribution” means a direct or indirect transfer of money or other property, except of a limited liability company’s own interests, or a limited liability company’s incurrence of indebtedness to or for the benefit of the limited liability company’s members in respect of a member’s interests, whether in the form of a declaration or payment of profits, a purchase, retirement or other acquisition of interests, a distribution of indebtedness, or otherwise.

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

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

(9) “Entity” means a domestic or foreign limited liability company, corporation, professional corporation, foreign corporation, domestic or foreign nonprofit corporation, domestic or foreign cooperative corporation, profit or nonprofit unincorporated association, business trust, domestic or foreign general or limited partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government or any foreign government.

(10) “Foreign corporation” means a corporation for profit that is incorporated under laws other than the laws of the state.

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

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

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

(14) “Foreign professional corporation” means a professional corporation that is organized under laws other than the laws of the state.

(15) “Incompetency” means the entry of a judgment by a court of competent jurisdiction adjudicating the member incompetent to manage the member’s person or estate.

(16) “Individual” means a natural person.

(17) “Limited liability company” or “domestic limited liability company” means an entity that is an unincorporated association that has one or more members and is organized under this chapter.

(18) “Limited partnership” or “domestic limited partnership” means a partnership formed by two or more persons under ORS chapter 70 that has one or more general partners and one or more limited partners.

(19) “Manager” means a person, not necessarily a member, that the members of a manager-managed limited liability company designate to manage the limited liability company’s business and affairs.

(20) “Manager-managed limited liability company” means a limited liability company that is designated as a manager-managed limited liability company in the limited liability company’s articles of organization or the articles of organization of which otherwise expressly provide that a manager will manage the limited liability company.

(21) Intentionally left blank —Ed.

(a) “Member” means a person with both an ownership interest in a limited liability company and all the rights and obligations of a member specified under this chapter.

(b) “Member” does not include an assignee of an ownership interest that has not also acquired the voting and other rights appurtenant to membership.

(22) “Member-managed limited liability company” means a limited liability company other than a manager-managed limited liability company.

(23) “Membership interest” means a member’s collective rights in a limited liability company, including the member’s share of profits and losses of the limited liability company, the right to receive distributions of the limited liability company’s assets and any right to vote or participate in management.

(24) “Office,” when used to refer to the administrative unit directed by the Secretary of State, means the office of the Secretary of State.

(25) “Operating agreement” means any valid agreement, written or oral, of the member or members as to the affairs of a limited liability company and the conduct of the limited liability company’s business.

(26) “Organizer” means one of the signers of the initial articles of organization.

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

(28) “Person” means an individual or entity.

(29) Intentionally left blank —Ed.

(a) “Principal office” means the physical street address of an office, in or out of this state, where the principal executive offices of a domestic or foreign limited liability company are located and designated in the annual report or in the application for authority to transact business in this state.

(b) “Principal office” does not include a commercial mail receiving agency, a mail forwarding business or a virtual office.

(30) “Proceeding” means any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigatory and whether formal or informal.

(31) “Shell entity” means an entity that has the characteristics described in ORS 63.661 (Grounds for judicial dissolution) (1)(a)(C)(i).

(32) “State,” when referring to a part of the United States, means a state, commonwealth, territory or insular possession of the United States and the agencies and governmental subdivisions of the state, commonwealth, territory or insular possession.

(33) “United States” means the federal government and a district, authority, bureau, commission, department or any other agency of the United States. [1993 c.173 §2; 1995 c.93 §1; 1997 c.646 §1; 1999 c.86 §1; 1999 c.362 §28; 2001 c.315 §34; 2005 c.107 §3; 2009 c.14 §3; 2009 c.294 §6; 2017 c.705 §18]

Source: Section 63.001 — Definitions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.454 — OR Code / Title 7 / Chapter 60 / Section 60.454
60.454 Amendment pursuant to reorganization
Status: in_force

(1) A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by ORS 60.047 (Articles of incorporation) .

(2) The individual or individuals designated by the court shall deliver to the office for filing articles of amendment setting forth:

(a) The name of the corporation;

(b) The text of each amendment approved by the court;

(c) The date of the court’s order or decree approving the articles of amendment;

(d) The title of the reorganization proceeding in which the order or decree was entered; and

(e) A statement that the court had jurisdiction of the proceeding under federal statute.

(3) Shareholders of a corporation undergoing reorganization do not have dissenters’ rights except as and to the extent provided in the reorganization plan.

(4) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. [1987 c.52 §110]

Source: Section 60.454 — Amendment pursuant to reorganization , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.737 — OR Code / Title 7 / Chapter 65 / Section 65.737
65.737 Grounds for administrative revocation
Status: in_force

The Secretary of State may commence a proceeding under ORS 65.741 (Procedure for and effect of administrative revocation) to revoke the authority of a foreign corporation to transact business in this state if:

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

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

(3) The foreign corporation has failed to appoint or maintain a registered agent or registered office in this state as prescribed by this chapter;

(4) The foreign corporation does not inform the Secretary of State under ORS 65.724 (Change of registered office or registered agent of foreign corporation) or 65.727 (Resignation of registered agent of foreign corporation) that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued; or

(5) The Secretary of State receives a duly authenticated certificate from the official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that the foreign corporation has been dissolved or disappeared as the result of a merger. [1989 c.1010 §158; 2005 c.22 §50]

Source: Section 65.737 — Grounds for administrative revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.708 — OR Code / Title 7 / Chapter 62 / Section 62.708
62.708 Effect of dissolution
Status: in_force

(1) A dissolved cooperative continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(a) Collecting its assets;

(b) Disposing of its properties that will not be distributed in kind to its members or shareholders;

(c) Discharging or making provision for discharging its liabilities;

(d) Distributing its remaining property among its members or shareholders according to their interests; and

(e) Doing every other act necessary to wind up and liquidate its business and affairs.

(2) Dissolution of a cooperative does not:

(a) Transfer title to the cooperative’s property;

(b) Prevent transfer of its shares, indebtedness or other equity interest, although the authorization to dissolve may provide for closing the cooperative’s share transfer records;

(c) Subject its directors or officers to standards of conduct different from those prescribed in this chapter;

(d) Change quorum or voting requirements for the board of directors, members or shareholders, change provisions for selection, resignation or removal of its directors or officers or both or change provisions for amending its bylaws;

(e) Prevent commencement of a proceeding by or against the cooperative in its corporate name;

(f) Abate or suspend a proceeding pending by or against the cooperative on the effective date of dissolution; or

(g) Terminate the authority of the registered agent of the cooperative. [1995 c.195 §28]

Source: Section 62.708 — Effect of dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 59.331 — OR Code / Title 7 / Chapter 59 / Section 59.331
59.331 Scope of Attorney General powers
Status: in_force

(1) Subject to subsection (2) of this section and after providing notice and an opportunity to participate to the Director of the Department of Consumer and Business Services, the Attorney General may:

(a) Make public or private investigations within or outside this state as the Attorney General considers necessary to:

(A) Determine whether a person has violated or is about to violate any provision of the Oregon Securities Law or any rule or order of the director adopted or issued under the Oregon Securities Law; or

(B) Aid in the enforcement of the Oregon Securities Law or any rule or order of the director adopted or issued under the Oregon Securities Law.

(b) Require or permit a person to file a statement in writing, under oath or otherwise as the Attorney General determines, as to all the facts and circumstances concerning a matter to be investigated.

(c) Administer oaths and affirmations, subpoena witnesses, compel the attendance of witnesses, take evidence and require the production of books, papers, correspondence, memoranda, agreements or other documents or records that the Attorney General considers relevant or material to an investigation.

(d) Bring suit in the name and on behalf of the State of Oregon in the circuit court of any county to:

(A) Enjoin any acts or practices the Attorney General has reason to believe that a person has engaged, is engaging or is about to engage in that constitute a violation of any provision of the Oregon Securities Law or any rule or order of the director adopted or issued under the Oregon Securities Law; or

(B) Enforce compliance with the Oregon Securities Law or any rule or order of the director adopted or issued under the Oregon Securities Law.

(2) The Attorney General may take action under subsection (1) of this section only in connection with any of the following alleged violations or cases:

(a) Alleged violations involving companies whose securities are listed on the New York Stock Exchange, the American Stock Exchange or the National Association of Securities Dealers Automated Quotation System, Inc. National Market System;

(b) Cases in which the Attorney General is pursuing or intends to pursue an investigation or litigation under ORS 166.715 (Definitions for ORS 166.715 to 166.735) to 166.735 (Short title) ;

(c) Cases in which the Attorney General is pursuing or intends to pursue an investigation or litigation under ORS 336.184 (Oregon Student Information Protection Act) and 646.605 (Definitions for ORS 336.184 and 646.605 to 646.652) to 646.652 (District attorney’s reports to Attorney General) ; or

(d) Cases in which the Attorney General is pursuing or intends to pursue an investigation or litigation under ORS 646.705 (Definitions for ORS 136.617 and 646.705 to 646.805) to 646.805 (Effect of prior final judgment or decree) .

(3) The Attorney General may take action under subsection (1) of this section with respect to cases described in subsection (2)(b), (c) or (d) of this section only after receiving the director’s consent. The director may elect to be a named party in any action the Attorney General takes.

(4) Each witness who appears before the Attorney General under a subpoena issued under this section shall receive the fees and mileage provided for witnesses in ORS 44.415 (Fees and mileage of witnesses) (2). If a person fails to comply with a subpoena issued under this section or if a party or witness refuses to testify on any matters, the judge of the circuit court of any county, on the application of the Attorney General, shall compel obedience by proceedings for contempt as in the case of disobedience of the requirements of a subpoena issued from the court or a refusal to testify in the court.

(5) In an action brought under this section, a court:

(a) Shall grant a permanent or temporary injunction, restraining order or writ of mandamus upon a proper showing by the Attorney General under subsection (1)(d) of this section.

(b) May award reasonable attorney fees to:

(A) The Attorney General if the Attorney General prevails in an action under this section.

(B) A defendant if the defendant prevails in an action under this section and the court determines that the Attorney General had no objectively reasonable basis for asserting the claim or no reasonable basis for appealing an adverse decision of the trial court.

(6) The Attorney General may include any of the following in an action authorized by this section:

(a) A claim for restitution or damages under ORS 59.115 (Liability in connection with sale or successful solicitation of sale of securities) , 59.127 (Liability in connection with purchase or successful solicitation of purchase of securities) or 59.137 (Liability in connection with violation of ORS 59.135) , on behalf of the persons injured by the act or practice constituting the subject matter of the action. If the court finds that enforcement of the rights of the injured persons by private civil action, whether by class action or otherwise, would be so burdensome or expensive as to be impractical, the court has jurisdiction to award appropriate relief to the injured persons.

(b) A claim for disgorgement of illegal gains or profits derived. The Attorney General shall deposit any moneys recovered under this paragraph in the General Fund of the State Treasury unless the court requires other disposition.

(c) A claim for the appointment of a receiver of any property derived by means of any act or practice that constitutes a violation of any provision of the Oregon Securities Law or any rule or order of the director adopted or issued under the Oregon Securities Law and of any books of account and papers relating to the property. Property for which a receiver may be appointed includes other property with which the property derived by means of a violation has been commingled if the property cannot be identified in kind because of the commingling. The receiver shall take possession of the property, books and papers and shall liquidate the property for the benefit of all persons who intervene in the action and establish an interest in the property. Subject to the approval of the court, the expenses and attorney fees of the receiver and any expenditures required in the liquidation proceeding shall be paid out of the funds of the receivership. The receiver may be the Attorney General. The court may not require the Attorney General to post a bond.

(d) A claim for a fine of not more than $20,000 for each violation. The fine shall be entered as a judgment and paid to the General Fund of the State Treasury. Each violation is a separate offense. In the case of a continuing violation, each day’s continuance is a separate violation, but the maximum penalty for any continuing violation may not exceed $100,000.

(7) This section does not apply to:

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

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

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

(d) A violation of any rule adopted by the director under ORS 59.165 (Licensing of broker-dealers, investment advisers and salespersons required) (7); or

(e) A company that the director has licensed under ORS 59.165 (Licensing of broker-dealers, investment advisers and salespersons required) . [2007 c.481 §2; 2017 c.313 §4]

Source: Section 59.331 — Scope of Attorney General powers; consent of director; powers of circuit court; damages, restitution, disgorgement and other penalties , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 56.203 — OR Code / Title 7 / Chapter 56 / Section 56.203
56.203 Office of Small Business Assistance
Status: in_force

(1) The Office of Small Business Assistance is established within the Office of Secretary of State. The Secretary of State shall employ and appoint personnel necessary to perform the functions and duties of the Office of Small Business Assistance.

(2) The Office of Small Business Assistance shall:

(a) Assist state agencies with regulatory authority over small businesses to ensure that small businesses that are subject to audit, on-site inspection, compliance monitoring or compliance assistance efforts by state agencies, or that receive enforcement-related communications from or have contacts with state agencies with regulatory authority over small businesses, are provided with the means to comment on these interactions with state agencies.

(b) Work with state agencies for the purpose of facilitating interactions between small businesses and state agencies, including but not limited to obtaining timely responses to small business inquiries and requests, and resolving issues that arise in the administrative, regulatory and enforcement functions of state agencies with respect to small businesses.

(c) Work with small businesses and state agencies to identify and recommend efficient, responsive and nonretaliatory processes for:

(A) Receiving concerns or complaints from small businesses regarding interactions with state agencies;

(B) Participation of small businesses in general studies, conferences, inquiries or meetings that would improve the functioning of state agencies with regulatory authority over small businesses;

(C) Identifying causes of unnecessary delays, inconsistencies in the administrative, regulatory and enforcement functions of state agencies and inefficient uses of state resources; and

(D) Making recommendations for resolving issues and disputes that arise in the context of interactions between state agencies and small businesses.

(d) Upon receipt of a question from a small business relating to any aspect of starting, operating or winding up a small business, direct or refer the small business to an appropriate resource to answer the question.

(e) Work with small businesses and local governments for the purpose of facilitating interactions between small businesses and local governments, including but not limited to resolving issues that arise in the administrative, regulatory and enforcement functions of local governments with respect to small businesses.

(f) Work with small businesses and local governments to identify and recommend ways to improve processes and functions of local governments with respect to the interaction between local governments and small businesses, including but not limited to conducting general studies, conferences, inquiries or meetings.

(3) All state agencies shall cooperate with and assist the Office of Small Business Assistance in the performance of its duties and functions.

(4) Intentionally left blank —Ed.

(a) Public records prepared by or received by the Office of Small Business Assistance under subsection (2) of this section or ORS 56.206 (Reviews and investigations of complaints) are confidential and exempt from disclosure by the Office of Small Business Assistance under ORS 192.311 (Definitions for ORS 192.311 to 192.478) to 192.478 (Exemption for Judicial Department) , except for reports required under ORS 56.206 (Reviews and investigations of complaints) .

(b) Communications to and from the Office of Small Business Assistance are confidential and exempt from disclosure under ORS 192.311 (Definitions for ORS 192.311 to 192.478) to 192.478 (Exemption for Judicial Department) .

(c) As used in this subsection, “public record” has the meaning given that term in ORS 192.311 (Definitions for ORS 192.311 to 192.478) .

(5) The Secretary of State may adopt rules necessary to implement the provisions of ORS 56.200 (Definitions for ORS 56.200 to 56.209) to 56.209 (Protections for persons making complaints) . [2013 c.699 §3; 2016 c.25 §2; 2017 c.217 §1]

Source: Section 56.203 — Office of Small Business Assistance; functions; confidentiality; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 67.348 — OR Code / Title 7 / Chapter 67 / Section 67.348
67.348 Effect of conversion
Status: in_force

(1) When a conversion to or from a partnership pursuant to ORS 67.342 (Conversion) takes effect:

(a) The business entity continues its existence despite the conversion;

(b) Title to all real estate and other property owned by the converting business entity is vested in the converted business entity without reversion or impairment;

(c) All obligations of the converting business entity, including, without limitation, contractual, tort, statutory and administrative obligations, are obligations of the converted business entity;

(d) An action or proceeding pending against the converting business entity or its owners may be continued as if the conversion had not occurred, or the converted business entity may be substituted as a party to the action or proceeding;

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

(f) 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 conversion, according to the laws applicable prior to conversion, except as provided in paragraph (g) of this subsection; and

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

(g) If the converting business entity is a partnership other than a limited liability partnership and its obligations incurred before the conversion are not satisfied by the converted business entity, the persons who were partners of the converting business entity immediately before the effective date of the conversion shall contribute the amount necessary to satisfy the converting business entity’s obligations in the manner provided in ORS 67.315 (Settlement of accounts and contributions among partners) as if the converting business entity were dissolved;

(h) If prior to conversion an owner of a business entity was a partner of a partnership or general partner of a limited partnership or a foreign limited partnership, and was personally liable for the business entity’s obligations, and after conversion 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 conversion, 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 conversion; and

(i) The registrants of an assumed business name that is used as the name of a partnership that is a converting business entity shall file an application to cancel the registration under ORS chapter 648, and the converted business entity, if it intends to continue using the name, shall file an assumed business name registration for the name under ORS chapter 648.

(2) Owners of the business entity that converted are entitled to the rights provided in the plan of conversion and:

(a) Any partner who did not vote in favor of the conversion is deemed to have dissociated from the partnership effective immediately before the conversion unless, within 60 days after the later of the effective date of the conversion or the date the partner receives notice of the conversion, the partner notifies the partnership of the partner’s desire not to dissociate. A dissociation under this paragraph is not a wrongful withdrawal; and

(b) In the case of owners of business entities other than partnerships, the rights provided in the statutes applicable to the business entity prior to conversion, 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. [1999 c.362 §45; 2001 c.315 §5]

Source: Section 67.348 — Effect of conversion; entity existence continues; assumed business name , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 62.855 — OR Code / Title 7 / Chapter 62 / Section 62.855
62.855 Application of chapter
Status: in_force

The provisions of this chapter apply to the fullest extent permitted by the laws and Constitution of the United States and of the State of Oregon, to all existing cooperative associations incorporated under any previously existing Act of this state relating to incorporation of cooperative associations. [1957 c.716 §73]

Source: Section 62.855 — Application of chapter , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.631 — OR Code / Title 7 / Chapter 60 / Section 60.631
60.631 Articles of dissolution
Status: in_force

(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the office for filing articles of dissolution setting forth:

(a) The name of the corporation;

(b) The date dissolution was authorized;

(c) If dissolution was approved by the shareholders:

(A) The number of votes entitled to be cast on the proposal to dissolve; and

(B) The total number of votes cast for and against dissolution and a statement that the number cast for dissolution was sufficient for approval; and

(d) If voting by voting groups is required, the information required by paragraph (c) of this subsection separately provided for each voting group entitled to vote separately on the plan to dissolve.

(2) A corporation is dissolved upon the effective date of its articles of dissolution. [1987 c.52 §141]

Source: Section 60.631 — Articles of dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.137 — OR Code / Title 7 / Chapter 60 / Section 60.137
60.137 Issued and outstanding shares
Status: in_force

(1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or canceled.

(2) The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of subsection (3) of this section and ORS 60.177 (Corporation’s acquisition of its own shares) and 60.181 (Distributions to shareholders) .

(3) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding. [1987 c.52 §35]

Source: Section 60.137 — Issued and outstanding shares , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.201 — OR Code / Title 7 / Chapter 65 / Section 65.201
65.201 Annual and regular meetings
Status: in_force

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

(2) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.

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

(4) At the annual meeting:

(a) The president, and any other officer the board of directors or the president may designate, shall report on the activities and financial condition of the corporation; and

(b) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of ORS 65.214 (Notice of meeting) .

(5) At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of ORS 65.214 (Notice of meeting) .

(6) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action. [1989 c.1010 §52; 2013 c.274 §8]

Source: Section 65.201 — Annual and regular meetings , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.272 — OR Code / Title 7 / Chapter 65 / Section 65.272
65.272 Notice of ratification by board of directors
Status: in_force

(1) Intentionally left blank —Ed.

(a) Except as provided in paragraph (b) of this subsection, unless the members of a corporation must approve a ratification of a defective corporate action under ORS 65.266 (Ratification by board of directors) (3), the corporation shall send notice of the ratification to each person, whether or not the person may vote, that is a member of the corporation on:

(A) The later of the date on which the board of directors ratified the defective corporate action or the members approved the ratification; and

(B) The date of the defective corporate action.

(b) A corporation need not send notice to a person that is a member of the corporation if the corporation cannot determine from the corporation’s records the person’s identity or contact information for notice.

(2) A notice under subsection (1) of this section must:

(a) Provide a copy of the action the board of directors took and the information required under ORS 65.266 (Ratification by board of directors) .

(b) Intentionally left blank —Ed.

(A) Except as provided in subparagraph (B) of this paragraph, state conspicuously the calendar date by which a person that wishes to challenge the ratification must bring an action in a court of this state under ORS 65.281 (Judicial review of corporate action) . The calendar date must be within 120 days after the later of the effective date of validation or the date of the notice.

(B) If at the time that the corporation sends notice under this section the corporation cannot state the calendar date by which a person must bring an action in a court of this state under ORS 65.281 (Judicial review of corporate action) , the notice must:

(i) State the date on which the corporation anticipates that a person must bring an action; or

(ii) State that a person may contact the corporation to determine the exact date by which the person must bring the action and provide the information necessary to contact the corporation.

(3) A corporation need not send a notice under this section with respect to a ratification that the corporation must submit to members for approval if the corporation sends notice in accordance with ORS 65.269 (Quorum) .

(4) A corporation may send a notice required under this section by any method permitted under ORS 65.034 (Notice) . [2019 c.325 §15]

Source: Section 65.272 — Notice of ratification by board of directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 70.335 — OR Code / Title 7 / Chapter 70 / Section 70.335
70.335 Who may wind up partnership affairs
Status: in_force

Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if no such general partners, the limited partners, may wind up the limited partnership’s affairs. However, the circuit court upon cause shown may wind up the limited partnership’s affairs upon application of any partner, or the partner’s legal representative or assignee. [1985 c.677 §47]

Source: Section 70.335 — Who may wind up partnership affairs , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 58.087 — OR Code / Title 7 / Chapter 58 / Section 58.087
58.087 When restatement of articles of incorporation required
Status: in_force

A professional corporation shall restate its articles of incorporation under ORS 60.451 (Restated articles of incorporation) and shall comply with ORS 58.085 (Who may incorporate) anytime the professional service or services to be rendered by the professional corporation are changed or as may be required by law. [1993 c.235 §27]

Source: Section 58.087 — When restatement of articles of incorporation required , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 65.434 — OR Code / Title 7 / Chapter 65 / Section 65.434
65.434 Amendment by directors
Status: in_force

(1) Unless a corporation’s articles of incorporation provide otherwise, the corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without member approval:

(a) To extend the duration of the corporation if the corporation was incorporated at a time when limited duration was required by law;

(b) To delete the names and addresses of the initial directors and incorporators;

(c) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;

(d) To delete the mailing address if an annual report has been filed with the Secretary of State;

(e) To change the corporate name by adding, changing or deleting the word “corporation,” “incorporated,” “company,” “limited” or the abbreviation “corp.,” “inc.,” “co.” or “ltd.,” for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name;

(f) To include a statement of whether the corporation is a public benefit corporation, mutual benefit corporation or religious corporation; or

(g) To make any other change expressly permitted by this chapter to be made by director action.

(2) If a corporation does not have members entitled to vote on articles of incorporation, the corporation’s incorporators, until directors have been chosen, and thereafter the corporation’s board of directors, may adopt one or more amendments to the corporation’s articles of incorporation subject to any approval required pursuant to ORS 65.467 (Approval by third persons) . The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice must be in accordance with ORS 65.344 (Call and notice of meetings) (2). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles of incorporation and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. Unless the articles of incorporation or bylaws require a greater vote or the board of directors requires a greater vote, the amendment must be approved by a majority of the directors voting on the amendment. [1989 c.1010 §108; 1991 c.231 §10; 2019 c.174 §73]

Source: Section 65.434 — Amendment by directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.300 — OR Code / Title 7 / Chapter 67 / Section 67.300
67.300 Right to wind up partnership business
Status: in_force

(1) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership’s business, but on application of any partner, partner’s legal representative or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up.

(2) The legal representative of the last surviving partner may wind up a partnership’s business.

(3) A person winding up a partnership’s business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership’s business, dispose of and transfer the partnership’s property, discharge the partnership’s liabilities, distribute the assets of the partnership pursuant to ORS 67.315 (Settlement of accounts and contributions among partners) , settle disputes by mediation, arbitration or otherwise, and perform other necessary acts. [1997 c.775 §36]

Source: Section 67.300 — Right to wind up partnership business , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 65.384 — OR Code / Title 7 / Chapter 65 / Section 65.384
65.384 Contract rights of officers
Status: in_force

(1) The appointment of an officer does not itself create contract rights.

(2) Removal or resignation of an officer does not affect the contract rights, if any, of the corporation or the officer. [1989 c.1010 §97]

Source: Section 65.384 — Contract rights of officers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 59.540 — OR Code / Title 7 / Chapter 59 / Section 59.540
59.540 Registration in beneficiary form
Status: in_force

Only individuals whose registration of a security shows sole ownership by one individual or multiple ownership by two or more with right of survivorship, rather than as tenants in common, may obtain registration in beneficiary form. Multiple owners of a security registered in beneficiary form hold as joint tenants with right of survivorship, as tenants by the entireties, or as owners of community property held in survivorship form, and not as tenants in common. [1991 c.306 §2]

Source: Section 59.540 — Registration in beneficiary form; sole or joint tenancy ownership , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 65.787 — OR Code / Title 7 / Chapter 65 / Section 65.787
65.787 Annual report
Status: in_force

(1) A domestic corporation, and a foreign corporation authorized to transact business in this state, shall by the corporation’s anniversary deliver to the Secretary of State for filing an annual report that sets forth:

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

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

(c) If the registered agent is changed, a statement that indicates that the new registered agent has consented to the appointment;

(d) The address including street and number and mailing address if different from the corporation’s principal office;

(e) The names and addresses of the president and secretary of the corporation;

(f) A brief description of the nature of the activities of the corporation;

(g) Whether or not the corporation has members;

(h) If the corporation is a domestic corporation, whether the domestic corporation is a public benefit corporation, mutual benefit corporation or religious corporation;

(i) If the corporation is a foreign corporation, whether the foreign corporation would be a public benefit corporation, mutual benefit corporation or religious corporation had the foreign corporation been incorporated in this state; and

(j) 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 corporation.

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

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

(5) Intentionally left blank —Ed.

(a) A domestic corporation or foreign corporation may update information that is required or permitted in an annual report filing at any time by delivering to 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 Secretary of State for filing and before the next anniversary; or

(B) A statement with the change if the update occurs before the domestic corporation or foreign corporation 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 corporation as shown on the Secretary of State’s records; and

(B) The information as changed.

(6) The Secretary of State may not charge a nonprofit corporation a fee to file an annual report under ORS 56.140 (Fees) if the nonprofit corporation provides evidence to the Secretary of State that:

(a) The purpose of the nonprofit corporation as set forth in the articles of incorporation is to maintain a historic cemetery; and

(b) The historic cemetery that the nonprofit corporation maintains is listed with the Oregon Commission on Historic Cemeteries under ORS 97.782 (Listing of historic cemeteries) . [1989 c.1010 §170; 2007 c.186 §8; 2009 c.122 §2; 2011 c.147 §16; 2019 c.174 §110]

Source: Section 65.787 — Annual report , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.727 — OR Code / Title 7 / Chapter 60 / Section 60.727
60.727 Resignation of registered agent of foreign corporation
Status: in_force

(1) The registered agent of a foreign corporation may resign as agent upon delivering a signed statement to the office and giving notice in the form of a copy of the statement to the foreign corporation. The statement of resignation may include a statement that the registered office is also discontinued.

(2) Upon the delivery of the signed statement, the Secretary of State shall file the resignation statement. The copy of the statement given to the foreign corporation under subsection (1) of this section shall be addressed to the foreign corporation at the foreign corporation’s mailing address or the foreign corporation’s principal office as shown on the records of the office of the Secretary of State.

(3) The agency appointment is terminated and the registered office discontinued if so provided in the signed statement under subsection (1) of this section on the 31st day after the date on which the statement was filed by the Secretary of State unless the foreign corporation has previously appointed a successor registered agent, as provided in ORS 60.724 (Change of registered office or registered agent of foreign corporation) thereby terminating the capacity of such agent. [1987 c.52 §163; 1993 c.190 §3]

Source: Section 60.727 — Resignation of registered agent of foreign corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.260 — OR Code / Title 7 / Chapter 65 / Section 65.260
65.260 Definitions for ORS 65.260 to 65.281
Status: in_force

As used in ORS 65.260 (Definitions for ORS 65.260 to 65.281) to 65.281 (Judicial review of corporate action) :

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

(2) “Corrected corporate action” means a corporate action that a corporation ratifies in accordance with ORS 65.260 (Definitions for ORS 65.260 to 65.281) to 65.281 (Judicial review of corporate action) .

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

(4) “Defective corporate action” means an action that, but for a failure of authorization, is within the corporation’s power to take and would have been within the corporation’s power to take at the time the corporation took the action.

(5) “Effective date of validation” means, irrespective of a filing or the pendency of a judicial proceeding under ORS 65.281 (Judicial review of corporate action) and unless a court orders otherwise, the later of the time at which:

(a) The members of the corporation approve a ratification of a defective corporate action or, if the ratification does not require member approval, the date on which the notice described in ORS 65.272 (Notice of ratification by board of directors) becomes effective in accordance with ORS 65.034 (Notice) ; or

(b) Articles of validation filed in accordance with ORS 65.278 (Articles of validation) become effective.

(6) “Failure of authorization” means a failure to authorize, approve or otherwise effect a corporate action in compliance with this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party if, and to the extent that, the failure renders the corporate action void or voidable. [2019 c.325 §11]

Source: Section 65.260 — Definitions for ORS 65.260 to 65.281 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.680 — OR Code / Title 7 / Chapter 67 / Section 67.680
67.680 Interstate application
Status: in_force

(1) A partnership, including a limited liability partnership, created pursuant to an agreement governed by the laws of this state, 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.

(2) It is the intent of the Legislative Assembly that the legal existence of limited liability partnerships governed by the laws of this state that are registered under ORS 67.603 (Application for registration) be recognized outside the boundaries of this state and that the laws of this state governing such limited liability partnerships transacting business outside this state be granted the protection of full faith and credit under the Constitution of the United States. [1997 c.775 §67]

Source: Section 67.680 — Interstate application , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 67.710 — OR Code / Title 7 / Chapter 67 / Section 67.710
67.710 Application for authority to transact business
Status: in_force

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

(a) The name of the foreign limited liability partnership or, if the name the foreign limited liability partnership uses is unavailable for filing in this state, another name that satisfies the requirements of ORS 67.730 (Name of foreign limited liability partnership) ;

(b) The name of the state or country under whose law the foreign limited liability partnership is registered and the date of registration;

(c) The foreign limited liability partnership’s registry number in the state or country under the laws of which the foreign limited liability partnership is registered;

(d) The address, including street and number, and mailing address, if different, of the foreign limited liability partnership’s principal office;

(e) A mailing address to which notices required by this chapter may be mailed;

(f) A brief statement describing the primary business activity of the foreign limited liability partnership; and

(g) The names and addresses of at least two partners of the foreign limited liability partnership.

(2) Intentionally left blank —Ed.

(a) Except as provided in paragraph (b) of this subsection, the foreign limited liability partnership 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 limited liability partnership records in the state or country under whose law the foreign limited liability partnership is registered.

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

(3) The foreign limited liability partnership is authorized by the Secretary of State to transact business in this state upon the filing of the application for authorization, or if applicable, upon the delayed effective time and date set forth in the application for authorization in accordance with ORS 67.017 (Effective time and date of document) , and the payment of the required fee. The authorization shall remain effective until the authorization is voluntarily withdrawn pursuant to ORS 67.740 (Withdrawal of foreign limited liability partnership) or the authorization is revoked pursuant to ORS 67.755 (Procedure for and effect of revocation) . [1997 c.775 §70; 2007 c.186 §11; 2011 c.147 §20]

Source: Section 67.710 — Application for authority to transact business; effective date of authorization , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 65.001 — OR Code / Title 7 / Chapter 65 / Section 65.001
65.001 Definitions
Status: in_force

As used in this chapter:

(1) Intentionally left blank —Ed.

(a) “Anniversary” means, except as provided in paragraph (b) of this subsection, the day each year that is exactly one or more years after the date on which the Secretary of State files:

(A) The articles of incorporation for a domestic corporation; or

(B) An application for authority to transact business for a foreign corporation.

(b) “Anniversary” means February 28 if an event occurs that would otherwise cause an anniversary to fall on February 29.

(2) “Appointed director” means a director who is appointed by a person other than the board of directors.

(3) “Approved by the members” or “approval by the members” means approved or ratified by members entitled to vote on an issue through either:

(a) The affirmative vote of a majority of the votes of the members represented and voting at a duly held meeting at which a quorum is present or the affirmative vote of a greater proportion including the votes of any required proportion of the members of any class as the articles of incorporation, bylaws or this chapter may provide for specified types of member action; or

(b) A written ballot or written consent in conformity with this chapter.

(4) “Articles of incorporation” means the articles of incorporation described in ORS 65.047 (Articles of incorporation) and corrected, amended and restated articles of incorporation.

(5) “Articles of merger” means the articles of merger described in ORS 65.491 (Articles and plan of merger) and corrected, amended and restated articles of merger.

(6) “Board of directors” means the individual or individuals who are vested with overall management of the affairs of a domestic corporation or foreign corporation, irrespective of the name that designates the individual or individuals.

(7) “Bylaws” means a set of provisions for managing and regulating a corporation’s affairs that the corporation must adopt under ORS 65.061 (Bylaws) .

(8) “Class” means a group of memberships that have the same rights, including rights that are determined by a formula that is applied uniformly, with respect to voting, dissolution, redemption and transfer.

(9) “Contact information” means a street address, a mailing address or an electronic address at which a member or director elects to receive notices and other messages from the corporation.

(10) “Corporation” means a domestic corporation or a foreign corporation.

(11) “Delegate” means a person who is elected or appointed to vote in a representative assembly for electing a director or directors or on other matters.

(12) “Deliver” means to transfer by any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission.

(13) “Designated director” means a director that the articles of incorporation or the bylaws designate as a director in a manner that identifies a specific individual or a group of individuals.

(14) “Director” means an individual who acts as a member of the board of directors, who has a right to vote on questions concerning the management and regulation of a corporation’s affairs and who is:

(a) An appointed director;

(b) A designated director; or

(c) A director elected by the incorporators, directors or members.

(15) “Distribution” means a payment to a person from the income or assets of a corporation, other than a payment of reasonable value to a person for property received or services performed or a payment that furthers the corporation’s purposes.

(16) “Document” means:

(a) A medium that embodies information in tangible form, including any writing or written instrument; or

(b) An electronic medium that embodies information that a person may retain, retrieve and reproduce, in tangible form or otherwise.

(17) “Domestic business corporation” means a for profit corporation that is incorporated under ORS chapter 60.

(18) “Domestic corporation” means a nonprofit corporation that is not a foreign corporation and that is incorporated under or subject to the provisions of this chapter.

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

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

(21) “Employee” means an individual that a corporation employs, including an officer or director whom the corporation employs with compensation for services beyond the services of board membership.

(22) “Entity” means a domestic corporation, foreign corporation, business corporation and foreign business corporation, profit and nonprofit unincorporated association, corporation sole, business trust, partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government and any foreign government.

(23) “Foreign business corporation” means a for profit corporation that is incorporated under laws other than the laws of the state.

(24) “Foreign corporation” means a corporation that is organized under laws other than the laws of the state and that would be a nonprofit corporation if organized under the laws of the state.

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

(26) “Foreign professional corporation” means a professional corporation that is organized under laws other than the laws of the state.

(27) “Gift instrument” means a record, including a record of a solicitation, under which a corporation holds property or under which property is granted or transferred to the corporation.

(28) “Governmental subdivision” means a unit of government, including an authority, county, district and municipality.

(29) “Individual” means a natural person, including the guardian of an incompetent individual.

(30) Intentionally left blank —Ed.

(a) “Member” means a person that is entitled, under a domestic corporation’s or foreign corporation’s articles of incorporation or bylaws, to exercise any of the rights described in ORS 65.144 (Rights and obligations of members) without regard to whether the articles of incorporation or bylaws identify the person as a member or which other title or identity the domestic corporation or foreign corporation gives to the person.

(b) “Member” does not include:

(A) A person that does not have the rights described in ORS 65.144 (Rights and obligations of members) or that has only one or more of the following rights:

(i) Rights granted to a delegate;

(ii) A right to designate or appoint a director or directors;

(iii) Rights that a director has;

(iv) A right to vote on only one occasion to elect a director or directors; or

(v) Rights that a person has as a consequence of holding evidence of indebtedness the corporation has issued or will issue.

(B) A person for which membership rights have been eliminated as provided in ORS 65.164 (Resignation) or 65.167 (Termination, expulsion or suspension) .

(31) “Membership” means the rights and obligations a member has under this chapter.

(32) “Mutual benefit corporation” means a domestic corporation that is organized to serve and operates primarily to serve the mutual interests of a group of persons, but is not a public benefit corporation or religious corporation.

(33) “Nonprofit corporation” means a mutual benefit corporation, a public benefit corporation or a religious corporation.

(34) “Notice” means a notice described in ORS 65.034 (Notice) .

(35) “Person” means an individual or an entity.

(36) Intentionally left blank —Ed.

(a) “Principal office” means the physical street address of the place, in or out of this state, where the principal executive offices of a domestic corporation or foreign corporation are located and that is designated as the principal office in the most recent annual report filed in accordance with ORS 65.787 (Annual report) or, if no annual report is on file, in the articles of incorporation or the application for authority to transact business in this state.

(b) “Principal office” does not include a commercial mail receiving agency, a mail forwarding business or a virtual office.

(37) “Proceeding” means a civil, criminal, administrative or investigatory action.

(38) “Public benefit corporation” means a domestic corporation that:

(a) Is formed as a public benefit corporation under ORS 65.044 (Incorporators) to 65.067 (Corporation sole) , is designated as a public benefit corporation by a statute, is recognized as tax exempt under section 501(c)(3) of the Internal Revenue Code or is otherwise organized for a public or charitable purpose;

(b) Is restricted so that on dissolution the corporation must distribute the corporation’s assets to an organization that is organized for a public or charitable purpose, a religious corporation, the United States, a state or a person that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code of 1986; and

(c) Is not a religious corporation.

(39) “Record date” means the date established under ORS 65.131 (Admission) to 65.177 (Delegates) or 65.201 (Annual and regular meetings) to 65.254 (Voting agreements) on which a corporation determines the identity of the corporation’s members and the members’ membership rights for the purposes of this chapter.

(40) “Religious corporation” means a domestic corporation that is formed as a religious corporation under ORS 65.044 (Incorporators) to 65.067 (Corporation sole) , is designated a religious corporation by a statute or is organized primarily or exclusively for religious purposes.

(41) “Remote communication” means any method by which a person that is not physically present at the location at which a meeting occurs may nevertheless hear or otherwise communicate at substantially the same time with other persons at the meeting and have access to materials necessary to participate or vote in the meeting to the extent of the person’s authorization to participate or vote.

(42) “Secretary,” when used in the context of a corporate official, means the corporate officer to whom the board of directors has delegated responsibility under ORS 65.371 (Required officers) for preparing the minutes of the board of directors’ meetings and membership meetings and for authenticating the records of the corporation.

(43) “Shell entity” means an entity that has the characteristics described in ORS 65.661 (Grounds for judicial dissolution) .

(44) “Sign” means to indicate a present intent to authenticate or adopt a document by:

(a) Affixing a symbol to the document;

(b) Inscribing or affixing a manual, facsimile or conformed signature on the document; or

(c) Attaching to, or logically associating with, an electronic transmission any electronic sound, symbol or process, including an electronic signature.

(45) “State,” when referring to a part of the United States, means a state, commonwealth, territory or insular possession of the United States and the agencies and governmental subdivisions of the state, commonwealth, territory or insular possession.

(46) “Uncompensated officer” means an individual who serves in an office without compensation other than payment solely for actual expenses the individual incurs in performing duties of the individual’s office or payment for the average expenses the individual incurs over the course of a year.

(47) “United States” means the federal government or a district, authority, bureau, commission, department or any other agency of the United States.

(48) “Vote” means an authorization by written ballot or written consent, where permitted, or by another method that a corporation specifies as an authorization.

(49) “Voting power” means the total number of votes entitled to be cast on an issue at the time the determination of voting power is made, excluding a vote that is contingent upon a condition or event occurring that has not occurred at the time.

(50) “Written” means embodied as a document. [1989 c.1010 §14; 1991 c.231 §1; 2001 c.315 §35; 2005 c.107 §4; 2009 c.14 §4; 2009 c.294 §7; 2013 c.158 §27; 2013 c.274 §17; 2017 c.705 §26; 2019 c.174 §7]

Source: Section 65.001 — Definitions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 59.165 — OR Code / Title 7 / Chapter 59 / Section 59.165
59.165 Licensing of broker-dealers, investment advisers and salespersons required
Status: in_force

(1) It is unlawful for any person to transact business in this state as a broker-dealer or salesperson unless the person is licensed under the Oregon Securities Law.

(2) A broker-dealer or state investment adviser may not be licensed in this state unless the broker-dealer or state investment adviser has at least one salesperson licensed in this state.

(3) It is unlawful for a broker-dealer or issuer or owner of securities to employ a salesperson to act in this state unless the salesperson is licensed under the Oregon Securities Law to the broker-dealer or issuer or owner of securities. Only a natural person may be licensed as a salesperson.

(4) It is unlawful for:

(a) A state investment adviser to employ an investment adviser representative in this state unless the investment adviser representative is licensed under the Oregon Securities Law to the state investment adviser;

(b) A federal covered investment adviser to employ an investment adviser representative who has a place of business in this state to act in this state unless the investment adviser representative is licensed under the Oregon Securities Law to the federal covered investment adviser; or

(c) An individual, except as otherwise provided in subsection (8) of this section, to transact business in this state as an investment adviser representative unless the individual is licensed as an investment adviser representative. Only a natural person may be licensed as an investment adviser representative.

(5) A person may not be licensed as:

(a) A salesperson or investment adviser representative for more than one broker-dealer, federal covered investment adviser, state investment adviser or issuer or owner of securities at the same time, except as may be allowed by rule or order of the Director of the Department of Consumer and Business Services.

(b) A salesperson or investment adviser representative unless the person is employed by a broker-dealer, federal covered investment adviser, state investment adviser or issuer or owner of securities.

(6) It is unlawful for any person to transact business in this state as a state investment adviser unless the person:

(a) Is licensed as such under the Oregon Securities Law; or

(b) Is licensed as a broker-dealer without the imposition of a condition under ORS 59.215 (Action against applicant or licensee for act or omission of associate) (4).

(7) Except for federal covered investment advisers whose activities are described by ORS 59.015 (Definitions for Oregon Securities Law) (20)(b) and licensed broker-dealers transacting business as federal covered investment advisers in this state, it is unlawful for any federal covered investment adviser to conduct an advisory business in this state unless such person makes notice filings with the director of such documents filed with the Securities and Exchange Commission as the director may by rule or otherwise require and pays the fee, including the notice filing fee, described in ORS 59.175 (Procedures for notice filing and licensing) . The director may issue an order suspending the conduct of an investment advisory business in this state if the director finds that there is a failure to comply with any requirement under this section.

(8) Notwithstanding any other provision of this section, an individual performing the activities of an investment adviser representative and who would otherwise be required to be licensed as an investment adviser representative is not required to be separately licensed as an investment adviser representative if:

(a) The individual is licensed to a licensed broker-dealer, the broker-dealer is transacting business as a federal covered investment adviser or a state investment adviser under the provisions of subsection (6)(b) of this section and the person is performing investment adviser activities on behalf of the broker-dealer; or

(b) The individual is licensed to a licensed broker-dealer and the broker-dealer directly receives all compensation otherwise earned by the person in connection with the investment advisory activities being transacted in this state. The broker-dealer may or may not further distribute any or all compensation received to the licensed salesperson. [1967 c.537 §17; 1973 c.366 §5; 1985 c.349 §16; 1987 c.603 §10; 1989 c.197 §8; 1993 c.508 §30; 1995 c.622 §12; 1997 c.772 §15; 1999 c.53 §2; 2003 c.270 §4; 2003 c.785 §5]

Source: Section 59.165 — Licensing of broker-dealers, investment advisers and salespersons required; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 63.057 — OR Code / Title 7 / Chapter 63 / Section 63.057
63.057 Operating agreements
Status: in_force

The operating agreement, if any, may provide for the regulation and management of the affairs of the limited liability company in any manner not inconsistent with law or the articles of organization and may be in writing or oral. [1993 c.173 §18; 1995 c.93 §3]

Source: Section 63.057 — Operating agreements , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.094 — OR Code / Title 7 / Chapter 65 / Section 65.094
65.094 Corporate name
Status: reserved

(1) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by ORS 65.074 (Purposes) and the articles of incorporation.

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

(3) A corporate name must be written in the alphabet used to write the English language but may include Arabic and Roman numerals and incidental punctuation.

(4) Except as authorized by subsection (5) of this section, a corporate name must be distinguishable upon the records of the Secretary of State from any other corporate name, professional corporate name, business corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered corporate name or assumed business name of active record with the Secretary of State.

(5) The corporate name need not satisfy the requirement of subsection (4) of this section if the applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction that finds that the applicant has a prior or concurrent right to use the corporate name in this state.

(6) The provisions of this section do not prohibit a corporation from transacting business under an assumed business name.

(7) The provisions of this section do not:

(a) Abrogate or limit the law governing unfair competition or unfair trade practices; or

(b) Derogate from the common law, the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect trade names. [1989 c.1010 §32; 2019 c.174 §23]

Source: Section 65.094 — Corporate name , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.570 — OR Code / Title 7 / Chapter 62 / Section 62.570
62.570 Restated articles
Status: in_force

(1) A cooperative by action taken in the same manner as required for amendment of articles of incorporation may adopt restated articles of incorporation. The restated articles of incorporation may contain any changes in the articles of incorporation that could be made by amendment regularly adopted. Adoption of restated articles of incorporation containing any such changes shall have the effect of amending the existing articles of incorporation to conform to the restated articles, without further action of the board of directors or shareholders.

(2) Restated articles of incorporation shall contain all the statements required under this chapter to be included in original articles of incorporation except that no statement need be made with respect to:

(a) The number, names and addresses of directors constituting the initial board of directors;

(b) The names and addresses of the incorporators;

(c) The initial or present registered office or agent; or

(d) The mailing address of the cooperative if an annual report has been filed with the Office of the Secretary of State.

(3) Restated articles of incorporation when executed and filed in the manner prescribed in this chapter shall supersede the theretofore existing articles of incorporation and amendments thereto. The Secretary of State shall upon request certify a copy of the articles of incorporation, or the articles of incorporation as restated, or any amendments to either thereof.

(4) The restated articles of incorporation, when filed, shall be accompanied by a statement and a true copy of the statement as provided in this subsection. The statement shall set forth:

(a) The name of the cooperative.

(b) The date of the adoption of the restated articles of incorporation.

(c) The number of shares outstanding, and if affected shareholders have the right to vote, the number of affected shares, the number of shareholder votes entitled to be voted thereon, and, if the shareholders of any class are entitled to vote thereon as a class, the designation and number of outstanding shares entitled to vote thereon of each class.

(d) The number of members voting for and against the restated articles of incorporation, respectively, and, if there are shareholders entitled to vote, the number of shares voted for and against the restated articles of incorporation, respectively, and, if the shares of any class are entitled to vote thereon as a class, the number of shares of each such class voted for and against the restated articles, respectively.

(e) If the restated articles of incorporation provide for an exchange, reclassification or cancellation of issued shares, and if the manner in which the same shall be effected is not set forth in the restated articles of incorporation, then a statement of the manner in which the same shall be effected. [1957 c.716 §41; 1963 c.492 §46; 1987 c.94 §86; 1995 c.195 §33]

Source: Section 62.570 — Restated articles , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 59.131 — OR Code / Title 7 / Chapter 59 / Section 59.131
59.131 Effect of notice of intent to return unlawfully purchased security
Status: in_force

(1) Except as provided in subsection (3) of this section, no action or suit may be commenced under ORS 59.127 (Liability in connection with purchase or successful solicitation of purchase of securities) if the seller has received before suit a written notice of intent to return the security as outlined in subsection (2) of this section.

(2) The notice shall contain:

(a) An offer to tender the security and interest from the date of purchase, at a rate 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 the consideration paid for the security; and

(b) A statement of the effect on the seller’s rights of failure to respond as required in subsection (3) of this section.

(3) An action or suit under this section may be commenced after receipt of a notice as outlined in subsection (2) of this section:

(a) If the seller accepts the offer and gives notice of acceptance within three days after receipt of the offer and fails to receive the contents of such offer as specified in subsection (2)(a) of this section within one day from the date the notice of acceptance was sent; or

(b) If the seller elects to recover damages as specified in subsection (2)(b) of this section and gives notice of the election within 30 days after receipt of the offer.

(4) An offer to tender the security pursuant to this section involves the offer for sale of a security. The transaction must be registered under ORS 59.055 (Conditions of offer and sale of securities) unless there is an exemption from the registration requirement or a notice is filed under ORS 59.049 (Federal covered securities exempt from registration) . [1975 c.300 §3; 1985 c.349 §15; 1987 c.603 §8; 1997 c.772 §12; 2003 c.576 §320]

Source: Section 59.131 — Effect of notice of intent to return unlawfully purchased security; contents of notice; registration of transaction , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.952 — OR Code / Title 7 / Chapter 60 / Section 60.952
60.952 Court proceeding by shareholder in close corporation
Status: in_force

(1) In a proceeding by a shareholder in a corporation that does not have shares that are listed on a national securities exchange or that are regularly traded in a market maintained by one or more members of a national or affiliated securities association, the circuit court may order one or more of the remedies listed in subsection (2) of this section if it is established that:

(a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;

(b) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent;

(c) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or

(d) The corporate assets are being misapplied or wasted.

(2) The remedies that the court may order in a proceeding under subsection (1) of this section include but are not limited to the following:

(a) The performance, prohibition, alteration or setting aside of any action of the corporation or of its shareholders, directors or officers or any other party to the proceeding;

(b) The cancellation or alteration of any provision in the corporation’s articles of incorporation or bylaws;

(c) The removal from office of any director or officer;

(d) The appointment of any individual as a director or officer;

(e) An accounting with respect to any matter in dispute;

(f) The appointment of a custodian to manage the business and affairs of the corporation, to serve for the term and under the conditions prescribed by the court;

(g) The appointment of a provisional director to serve for the term and under the conditions prescribed by the court;

(h) The submission of the dispute to mediation or another form of nonbinding alternative dispute resolution;

(i) The issuance of distributions;

(j) The award of damages to any aggrieved party;

(k) The purchase by the corporation or one or more shareholders of all of the shares of one or more other shareholders for their fair value and on the terms determined under subsection (5) of this section;

(L) The retention of jurisdiction of the case by the court for the protection of the shareholder who filed the proceeding; or

(m) The dissolution of the corporation if the court determines that no remedy specified in paragraphs (a) to (L) of this subsection or other alternative remedy is sufficient to resolve the matters in dispute. In determining whether to dissolve the corporation, the court shall consider among other relevant evidence the financial condition of the corporation but may not refuse to dissolve the corporation solely because it has accumulated earnings or current operating profits.

(3) The remedies set forth in subsection (2) of this section shall not be exclusive of other legal and equitable remedies that the court may impose. Except as provided in this subsection, the shareholders of a corporation may, pursuant to an agreement described in ORS 60.265 (Validity of shareholder agreements inconsistent with chapter) , agree to limit or eliminate any of the remedies set forth in subsection (2) of this section. The remedies set forth in subsection (2)(e), (j) and (m) of this section may not be eliminated.

(4) In determining the appropriate remedies to order under subsection (2) of this section, the court may take into consideration the reasonable expectations of the corporation’s shareholders as they existed at the time the corporation was formed and developed during the course of the shareholders’ relationship with the corporation and with each other. The court shall endeavor to minimize the harm to the business of the corporation.

(5) Intentionally left blank —Ed.

(a) If the court orders a share purchase, the court shall:

(A) Determine the fair value of the shares, with or without the assistance of appraisers, taking into account any impact on the value of the shares resulting from the actions giving rise to a proceeding under subsection (1) of this section;

(B) Consider any financial or legal constraints on the ability of the corporation or the purchasing shareholder to purchase the shares;

(C) Specify the terms of the purchase, including, if appropriate, terms for installment payments, interest at the rate and from the date determined by the court to be equitable, subordination of the purchase obligation to the rights of the corporation’s other creditors, security for a deferred purchase price and a covenant not to compete or other restriction on the seller;

(D) Require the seller to deliver all of the seller’s shares to the purchaser upon receipt of the purchase price or the first installment of the purchase price; and

(E) Retain jurisdiction to enforce the purchase order by, among other remedies, ordering the corporation to be dissolved if the purchase is not completed in accordance with the terms of the purchase order.

(b) The share purchase ordered under this subsection shall be consummated within 20 days after the date the order becomes final unless before that time the corporation files with the court a notice of its intention to dissolve and articles of dissolution are properly filed with the Secretary of State within 50 days after filing the notice with the court.

(c) After the purchase order is entered and before the purchase price is fully paid, any party may petition the court to modify the terms of the purchase, and the court may do so if the court finds that the modifications are equitable.

(d) Unless the purchase order is modified by the court, the selling shareholder shall have no further rights as a shareholder from the date the seller delivers all of the shareholder’s shares to the purchaser or such other date specified by the court.

(e) If the court orders shares to be purchased by one or more other shareholders, in allocating the shares to be purchased by the other shareholders, unless equity requires otherwise, the court shall attempt to preserve the existing distribution of voting rights and other designations, preferences, qualifications, limitations, restrictions and special or relative rights among the holders of the class or classes of shares and may direct that holders of a specific class or classes not participate in the purchase.

(6) At any time within 90 days after the filing of a proceeding under subsection (1) of this section, or at such time determined by the court to be equitable, the corporation or one or more shareholders may elect to purchase all of the shares owned by the shareholder who filed the proceeding for their fair value. An election to purchase under this subsection shall state in writing the amount that the electing party will pay for the shares. The following apply:

(a) The election to purchase shall be irrevocable unless the court determines that it is equitable to set aside or modify the election.

(b) If the election to purchase is filed by one or more shareholders, the corporation shall, within 10 days thereafter, give written notice to all shareholders. The notice shall state the name of the shareholder who filed the proceeding under subsection (1) of this section and the number of shares owned by that shareholder, the name of each electing shareholder and the number of shares owned by that electing shareholder and the amount that each electing shareholder will pay for the shares. The notice also must advise the recipients of their right to join in the election to purchase shares. Shareholders who wish to participate must file notice of their intention to join in the election to purchase not later than 30 days after the date of the notice to them or at such time as the court in its discretion may allow. All shareholders who have filed an election or notice of their intention to participate in the election to purchase thereby become parties to the proceeding under subsection (1) of this section and shall participate in the purchase in proportion to their ownership of shares as of the date the first election was filed, unless the shareholders otherwise agree or the court otherwise directs.

(c) The court in its discretion may allow the corporation and shareholders to file an election to purchase the shares of the shareholder who filed the proceeding under subsection (1) of this section at a price higher than the amount previously offered. If the court does so, it shall allow other shareholders an opportunity to join in the election to purchase at the higher price in accordance with their proportionate ownership interest.

(d) After an election to purchase has been filed by the corporation or one or more shareholders, the proceeding filed under subsection (1) of this section may not be discontinued or settled, nor may the shareholder who filed the proceeding sell or otherwise dispose of the shareholder’s shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit the discontinuance, settlement, sale or other disposition. In considering whether equity exists to approve any settlement, the court may take into consideration the reasonable expectations of the shareholders as referred to in subsection (4) of this section, including any existing agreement among the shareholders.

(e) If, within 30 days of the filing of the latest election to purchase allowed by the court, the parties reach agreement as to the fair value and terms of purchase of the shares of the shareholder who filed the proceeding under subsection (1) of this section, the court shall enter an order directing the purchase of shares upon the terms and conditions agreed to by the parties.

(f) If the parties are unable to reach an agreement as described in paragraph (e) of this subsection, the court, upon application of any party, shall stay the proceeding under subsection (1) of this section and shall, under subsection (5) of this section, determine the fair value and terms of purchase of the shares of the shareholder who filed the proceeding as of the day before the date on which the proceeding was filed or as of such other date as the court deems appropriate under the circumstances.

(7) In any proceeding under subsection (1) of this section, the court shall allow reasonable compensation to the custodian, provisional director, appraiser or other such person appointed by the court for services rendered and reimbursement or direct payment of reasonable costs and expenses. Amounts described in this subsection shall be paid by the corporation. [2001 c.315 §60]

Source: Section 60.952 — Court proceeding by shareholder in close corporation; conditions; court-ordered remedies; share purchase; expenses , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 70.010 — OR Code / Title 7 / Chapter 70 / Section 70.010
70.010 Name of limited partnership
Status: reserved

(1) The name of each limited partnership as set forth in its certificate of limited partnership:

(a) Shall contain without abbreviation the words “limited partnership.”

(b) May not contain the name of a limited partner unless:

(A) The name is also the name of a general partner or the corporate name of a corporate general partner; or

(B) The business of the limited partnership had been carried on under that name before the admission of that limited partner.

(c) Must be distinguishable upon the records of the Office of Secretary of State from any other limited partnership or corporate name, including any reserved name or registered corporate name or assumed business name of active record in the Office of Secretary of State. However, the Secretary of State may accept for filing a certificate of limited partnership containing a name that otherwise may not be accepted under this subsection if the applicant submits for filing to the Office of Secretary of State a certified copy of a final judgment or order entered by a court of competent jurisdiction that finds that the applicant has a prior or concurrent right to use the limited partnership name in this state.

(d) May not contain the words “incorporated” or “corporation” or any abbreviation or derivative thereof.

(e) Shall be written using letters of the English alphabet and may include numerals and incidental punctuation.

(2) If a limited partnership carries on, conducts or transacts business in this state under an assumed business name, the assumed business name must be registered under ORS chapter 648.

(3) Nothing in this section abrogates or limits the law as to unfair competition or unfair trade practices or derogates from the common law, the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and to protect trade names. [1985 c.677 §3; 1987 c.543 §2]

Source: Section 70.010 — Name of limited partnership; registration of assumed business name; application of other law , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.397 — OR Code / Title 7 / Chapter 60 / Section 60.397
60.397 Payment of director’s expenses in connection with proceeding
Status: in_force

(1) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

(a) The director furnishes the corporation with a signed written affirmation of the director’s good faith belief that the director has met the standard of conduct described in ORS 60.391 (Authority to indemnify directors) ; and

(b) The director furnishes the corporation with a written undertaking, signed personally or on the director’s behalf, to repay the advance if the director is ultimately determined not to have met the standard of conduct.

(2) The undertaking required by subsection (1)(b) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

(3) An authorization of payments under this section may be made by provision in the articles of incorporation or bylaws, by a resolution of the shareholders or board of directors or by contract.

(4) Intentionally left blank —Ed.

(a) A corporation that authorizes payments in accordance with subsection (3) of this section may not amend or rescind the articles of incorporation, bylaws or resolution that authorizes the payments so as to eliminate or impair a director’s right to payments after an act or omission occurs that subjects the director to a proceeding for which the director seeks payment.

(b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a corporation may eliminate or impair a director’s right to payments if at the time the act or omission occurred the corporation’s articles of incorporation, bylaws or resolution explicitly authorized the corporation to eliminate or impair the right after an act or omission occurs. [1987 c.52 §97; 2011 c.227 §2; 2017 c.55 §14]

Source: Section 60.397 — Payment of director’s expenses in connection with proceeding , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 59.505 — OR Code / Title 7 / Chapter 59 / Section 59.505
59.505 Provision of records to law enforcement and certain state agencies
Status: in_force

(1) Upon request of the Department of Consumer and Business Services, the Department of Human Services or a law enforcement agency, a broker-dealer or state investment adviser shall provide copies of records related to any suspected financial exploitation of a vulnerable person to the requester. The records may include historical records if relevant to suspected financial exploitation of a vulnerable person.

(2) A record made available to an agency under this section is not a public record for purposes of ORS 192.311 (Definitions for ORS 192.311 to 192.478) to 192.478 (Exemption for Judicial Department) .

(3) Nothing in this section limits the authority of the Department of Consumer and Business Services to access or examine the books and records of broker-dealers and state investment advisers as otherwise provided by law. [2017 c.514 §7]

Source: Section 59.505 — Provision of records to law enforcement and certain state agencies , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.444 — OR Code / Title 7 / Chapter 60 / Section 60.444
60.444 Amendment before issuance of shares
Status: in_force

If a corporation has not yet issued shares, its incorporators or the board of directors may adopt one or more amendments to the corporation’s articles of incorporation. If any such amendment relates to the duration, purposes, authorized capital, rights or preferences of shares or internal affairs, the incorporators or board of directors shall immediately notify in writing each person who is a party to any agreement for the subscription of stock of the corporation. Such notice shall set forth the text of the amendment and state that the subscriber may, within 30 days after delivery or mailing of the notice of amendment, rescind the subscription by notice in writing delivered or mailed to the incorporators or board of directors at an address specified. If a notice of rescission is not delivered or mailed within 30 days, the subscriber may not thereafter assert the fact of the amendment as the basis for avoiding the subscription agreement or asserting any claim against any person. [1987 c.52 §107]

Source: Section 60.444 — Amendment before issuance of shares , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.476 — OR Code / Title 7 / Chapter 63 / Section 63.476
63.476 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 at the later of the date and time determined in accordance with ORS 63.011 (Effective time and date of document) or the date and time determined under the statutes that govern the business entity that is not a limited liability company. [1999 c.362 §34; 2001 c.315 §9; 2015 c.28 §3]

Source: Section 63.476 — Articles and plan of conversion , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.774 — OR Code / Title 7 / Chapter 65 / Section 65.774
65.774 Inspection of records by members
Status: in_force

(1) Subject to subsection (5) of this section and ORS 65.777 (Scope of inspection right) (3), a member may inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in ORS 65.771 (Corporate records) (5) if the member gives the corporation written notice of the member’s demand at least five business days before the date on which the member wishes to inspect and copy.

(2) Subject to subsection (5) of this section, a member may inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (3) of this section and gives the corporation written notice of the member’s demand at least five business days before the date on which the member wishes to inspect and copy:

(a) Excerpts from any records required to be maintained under ORS 65.771 (Corporate records) (1), to the extent not subject to inspection under subsection (1) of this section;

(b) Accounting records of the corporation; and

(c) Subject to ORS 65.782 (Limitations on use of membership list) , the membership list.

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

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

(b) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and

(c) The records are directly connected with this purpose.

(4) This section does not affect:

(a) The right of a member to inspect records under ORS 65.224 (Members’ list for meeting) or, if the member is in litigation with the corporation, to the same extent as any other litigant; or

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

(5) Intentionally left blank —Ed.

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

(b) 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 thereof, may limit or abolish:

(A) The right of a member to obtain from the public benefit corporation information as to the identity of contributors to the public benefit corporation; and

(B) The right of a member or the member’s agent or attorney to inspect or copy the membership list if the public benefit corporation provides a reasonable means to mail communications to other members through the public benefit corporation at the expense of the member making the request. [1989 c.1010 §165; 2019 c.174 §108]

Source: Section 65.774 — Inspection of records by members , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 58.376 — OR Code / Title 7 / Chapter 58 / Section 58.376
58.376 Requirements for professional corporations organized to render professional health care services
Status: in_force

(1) As used in this section, “licensee” means an individual who has a license as a physician or a license as a physician assistant from the Oregon Medical Board or who has a license as a nurse practitioner from the Oregon State Board of Nursing.

(2) In a professional corporation that is organized for the purpose of allowing physicians, physician assistants and nurse practitioners to jointly render professional health care services, licensees must:

(a) Hold a majority of each class of shares of the professional corporation that is entitled to vote; and

(b) Be a majority of the directors of the professional corporation.

(3) An individual whom the professional corporation employs, or an individual who owns an interest in the professional corporation, may not direct or control the professional judgment of a licensee who is practicing within the professional corporation and within the scope of practice permitted under the licensee’s license.

(4) A licensee whom the professional corporation employs, or a licensee who owns an interest in the professional corporation, may not direct or control the services of another licensee who is practicing within the professional corporation unless the other licensee is also practicing within the scope of practice permitted under the licensee’s license.

(5) A professional corporation that is subject to ORS 58.375 (Requirements for professional corporations organized to practice medicine) may elect to become subject to this section by amending the professional corporation’s articles of incorporation or bylaws. [2017 c.179 §2]

Source: Section 58.376 — Requirements for professional corporations organized to render professional health care services , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 65.327 — OR Code / Title 7 / Chapter 65 / Section 65.327
65.327 Removal of directors by judicial proceeding
Status: in_force

(1) The circuit court of the county where a corporation’s principal office is located, or, if the principal office is not in this state, where the corporation’s registered office was last located, may remove any director of the corporation from office in a proceeding commenced by the corporation, by at least 10 percent of the members of any class entitled to vote for directors, or by the Attorney General in the case of a public benefit corporation if the court finds that:

(a) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or the director has violated a duty set forth in ORS 65.357 (General standards for directors) to 65.367 (Liability for unlawful distributions) or 65.377 (Standards of conduct for officers) ; and

(b) Removal is in the best interest of the corporation.

(2) The court that removes a director may bar the director from serving on the board of directors for a period prescribed by the court.

(3) If members or the Attorney General commences a proceeding under subsection (1) of this section, the corporation must be made a party defendant.

(4) A public benefit corporation or the members of the public benefit corporation who commence a proceeding under subsection (1) of this section shall give the Attorney General written notice of the proceeding.

(5) The articles of incorporation or bylaws of a religious corporation may limit or prohibit the application of this section. [1989 c.1010 §79; 2019 c.174 §56]

Source: Section 65.327 — Removal of directors by judicial proceeding , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.044 — OR Code / Title 7 / Chapter 67 / Section 67.044
67.044 Supplemental principles of law
Status: in_force

(1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

(2) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in ORS 82.010 (Legal rate of interest) . [Formerly 67.020]

Source: Section 67.044 — Supplemental principles of law , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 59.145 — OR Code / Title 7 / Chapter 59 / Section 59.145
59.145 Effect of notice filing, registration or license
Status: in_force

(1) Neither the fact that a notice filing or an application for registration or a license under the Oregon Securities Law has been filed nor the fact that a person is effectively licensed or a security is effectively registered constitutes a finding by the Director of the Department of Consumer and Business Services that any document filed under the Oregon Securities Law is true, complete and not misleading. Neither such fact nor the fact that an exemption or exception is available for a security or a transaction means that the director has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security or transaction.

(2) It is unlawful to make, or cause to be made, to a prospective purchaser, customer or client a representation inconsistent with subsection (1) of this section. [1967 c.537 §15; 1989 c.197 §6; 1997 c.772 §13]

Source: Section 59.145 — Effect of notice filing, registration or license , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.327 — OR Code / Title 7 / Chapter 60 / Section 60.327
60.327 Removal of directors by judicial proceeding
Status: in_force

(1) The circuit court of the county where a corporation’s principal office is located or if the principal office is not in this state where its registered office is or was last located, may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least 10 percent of the outstanding shares of any class if the court finds that:

(a) The director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion with respect to the corporation; and

(b) Removal is in the best interest of the corporation.

(2) The court that removes a director may bar the director from reelection for a period prescribed by the court.

(3) If shareholders commence a proceeding under subsection (1) of this section, they shall make the corporation a party defendant. [1987 c.52 §76]

Source: Section 60.327 — Removal of directors by judicial proceeding , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.214 — OR Code / Title 7 / Chapter 65 / Section 65.214
65.214 Notice of meeting
Status: in_force

(1) A corporation shall give notice of membership meetings in a fair and reasonable manner that is consistent with the corporation’s bylaws. The corporation must give notice to members entitled to vote at the meeting and to any other person specified in this chapter, the articles of incorporation or the bylaws.

(2) Any notice that conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered, provided, however, that notice of matters referred to in subsection (3)(b) of this section must be given as provided in subsection (3) of this section.

(3) Notice is fair and reasonable if:

(a) The corporation notifies the corporation’s members of the place, date and time of each meeting in accordance with ORS 65.034 (Notice) no fewer than seven days before the meeting;

(b) Notice of an annual or regular meeting includes a description of any matter or matters that the members must approve under ORS 65.361 (Director conflict of interest) , 65.404 (Determination and authorization of indemnification) , 65.414 (Application of ORS 65.387 to 65.411) (1)(a), 65.437 (Amendment by board of directors and members) , 65.464 (Amendment by directors and members) , 65.487 (Action on plan of merger by board, members and third persons) , 65.534 (Sale of assets other than in regular course of activities) or 65.624 (Dissolution by directors, members and third persons) ; and

(c) Notice of a special meeting includes a description of the purpose or purposes for which the meeting is called.

(4) Unless the bylaws require otherwise, if a meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under ORS 65.221 (Record date) , notice of the adjourned meeting must be given under this section to the persons who are members as of the new record date. [1989 c.1010 §56; 1991 c.231 §2; 2019 c.174 §41]

Source: Section 65.214 — Notice of meeting , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.219 — OR Code / Title 7 / Chapter 63 / Section 63.219
63.219 Distribution in kind
Status: in_force

Except as provided in the articles of organization or any operating agreement:

(1) No member, regardless of the nature of the member’s contribution, has any right to demand and receive any distribution from a limited liability company in any form other than cash; and

(2) No member may be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed to the member exceeds a percentage of that asset that is equal to the percentage in which the member shares in operating or liquidating distributions, as the case may be, from the limited liability company. [1993 c.173 §44]

Source: Section 63.219 — Distribution in kind , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.311 — OR Code / Title 7 / Chapter 60 / Section 60.311
60.311 Election of directors by certain classes of shareholders
Status: in_force

If the articles of incorporation authorize dividing the shares into classes or series, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes or series of shares. Each class or classes or series of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors. [1987 c.52 §71]

Source: Section 60.311 — Election of directors by certain classes of shareholders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.954 — OR Code / Title 7 / Chapter 60 / Section 60.954
60.954 Reservation of power to amend or repeal
Status: repealed

All or part of this chapter may be amended or repealed at any time and all domestic and foreign corporations subject to this chapter are governed by the amendment or repeal. [1987 c.52 §2]

Source: Section 60.954 — Reservation of power to amend or repeal , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.084 — OR Code / Title 7 / Chapter 65 / Section 65.084
65.084 Challenge of corporate authority
Status: in_force

(1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(2) A corporation’s power to act may be challenged:

(a) In a proceeding by a member or members, a director or the Attorney General against the corporation to enjoin the act;

(b) In a proceeding by the corporation, directly, derivatively or through a receiver, a trustee or other legal representative, including the Attorney General in the case of a public benefit corporation, against an incumbent or former director, officer, employee or agent of the corporation;

(c) In a proceeding under ORS 65.664 (Procedure for judicial dissolution) ; or

(d) In an action under ORS 65.281 (Judicial review of corporate action) .

(3) In a proceeding under subsection (2)(a) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss other than anticipated profits suffered by the corporation or another party because of enjoining the unauthorized act. [1989 c.1010 §31; 2019 c.325 §23]

Source: Section 65.084 — Challenge of corporate authority; remedy , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.491 — OR Code / Title 7 / Chapter 60 / Section 60.491
60.491 Merger with subsidiary
Status: in_force

(1) A parent corporation owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into the parent, or may merge the parent into the subsidiary, without approval of the shareholders of the parent or subsidiary.

(2) If the parent will be the surviving corporation:

(a) The board of directors of the parent shall adopt a plan of merger that sets forth:

(A) The names of the parent and subsidiary; and

(B) The manner and basis of converting the shares of the subsidiary into shares, obligations or other securities of the parent or any other corporation or into cash or other property in whole or part, or of canceling any part of the shares.

(b) The parent, not later than 10 days after the effective date of the merger, shall:

(A) Notify each shareholder of the subsidiary that the merger has become effective; and

(B) Mail a copy or a summary of the plan of merger to each shareholder of the subsidiary that does not waive this mailing requirement in writing.

(c) Articles of merger under this subsection may not contain amendments to the articles of incorporation of the parent, except for amendments listed in ORS 60.434 (Amendment by board of directors) .

(3) If the parent will not be the surviving corporation:

(a) The board of directors of the parent shall adopt a plan of merger that sets forth:

(A) The names of the parent and subsidiary;

(B) The manner and basis of converting the shares of the parent into shares of the surviving corporation, which shall ensure that each shareholder of the parent immediately before the merger takes effect will immediately thereafter:

(i) Hold the same percentage of the total of each class of shares of the surviving corporation owned by former shareholders of the parent as the shareholder held in each class of shares of the parent; and

(ii) Hold shares of the surviving corporation having the same rights, preferences, privileges and restrictions as the shares of the parent held by such shareholder immediately before the merger takes effect;

(C) Amendments to the articles of incorporation of the surviving corporation so that the articles are identical to the articles of incorporation of the parent in effect immediately before the merger takes effect, except for amendments to the articles of incorporation of the parent listed in ORS 60.434 (Amendment by board of directors) ; and

(D) Provisions relating to the outstanding shares of the subsidiary including cancellation of the shares held by the parent. If under the plan of merger the shareholders of the subsidiary other than the parent will not be shareholders of the surviving corporation, the plan shall also set forth the manner and basis of converting the shares of the subsidiary held by such shareholders into obligations or other securities of the surviving corporation or shares, obligations or other securities of any other corporation or into cash or other property in whole or in part.

(b) The parent, not later than 10 days after the effective date of the merger, shall:

(A) Notify each shareholder of the subsidiary and each shareholder of the parent that the merger has become effective; and

(B) Mail a copy or summary of the plan of merger to each shareholder of the subsidiary and each shareholder of the parent that does not waive this mailing requirement in writing.

(c) The surviving corporation shall be a domestic corporation. [1987 c.52 §118; 1993 c.403 §8; 1997 c.392 §1; 2009 c.355 §1]

Source: Section 60.491 — Merger with subsidiary , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.004 — OR Code / Title 7 / Chapter 60 / Section 60.004
60.004 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 domestic corporation or foreign corporation;

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

(B) An incorporator, if directors of the domestic corporation or foreign corporation 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 domestic corporation or foreign corporation 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:

(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 officers, directors, employees or agents of the domestic corporation or foreign corporation 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 60.016 (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. [1987 c.52 §4; 1989 c.1040 §3; 1999 c.486 §5; 2013 c.159 §2; 2017 c.705 §§9,9a; 2019 c.597 §2]

Source: Section 60.004 — Filing requirements , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.011 — OR Code / Title 7 / Chapter 63 / Section 63.011
63.011 Effective time and date of document
Status: in_force

(1) Except as provided in subsection (2) of this section and ORS 63.014 (Correcting filed document) (3), a document accepted for filing is effective on the date it is filed by the Secretary of State and at the time, if any, specified in the document as its effective time or at 12:01 a.m. on that date if no effective time is specified.

(2) If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date but no time, the document becomes effective at 12:01 a.m. on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed. [1993 c.173 §5]

Source: Section 63.011 — Effective time and date of document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.114 — OR Code / Title 7 / Chapter 65 / Section 65.114
65.114 Change of registered office or registered agent
Status: in_force

(1) A corporation may change the corporation’s registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:

(a) The name of the corporation;

(b) If the current registered office is to be changed, the address, including the street and number, of the new registered office;

(c) If the current registered agent is to be changed, the name of the new registered agent and a statement that the new agent has consented to the appointment; and

(d) A statement that after the change or changes are made, the street addresses of the corporation’s registered office and the office or residence address of the corporation’s registered agent will be identical.

(2) If the registered agent changes the street address of the agent’s designated office or residence, the registered agent shall change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (1) of this section and recites that the corporation has been notified of the change.

(3) The filing by the Secretary of State of a statement submitted under this section terminates the existing registered office or agent, or both, on the effective date of the filing and establishes the newly appointed registered office or agent, or both, as that of the corporation. [1989 c.1010 §36; 2019 c.174 §26]

Source: Section 65.114 — Change of registered office or registered agent , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.279 — OR Code / Title 7 / Chapter 60 / Section 60.279
60.279 Quorum
Status: in_force

(1) Quorum and voting requirements that applied to the board of directors at the time a corporation took a defective corporate action apply also to the board of directors in taking an action to ratify the defective corporate action.

(2) Intentionally left blank —Ed.

(a) Except as provided in paragraph (b) of this subsection, if the shareholders of a corporation must, under ORS 60.276 (Ratification by board of directors) (3), approve a ratification of a defective corporate action at a meeting, the corporation shall send notice of the meeting to each person, whether or not the person may vote, that holds valid and putative shares of the corporation on:

(A) The record date for notice of the meeting; and

(B) The date of the defective corporate action.

(b) A corporation need not send notice to a person that holds valid or putative shares if the corporation cannot determine from the corporation’s records the person’s identity or contact information for notice.

(3) A notice under subsection (2) of this section must:

(a) State that the purpose, or one of the purposes, of the meeting is to consider an approval of the ratification of a defective corporate action.

(b) Include a copy of the action the board of directors took in accordance with, or information required under, ORS 60.276 (Ratification by board of directors) .

(c) Intentionally left blank —Ed.

(A) Except as provided in subparagraph (B) of this paragraph, state conspicuously the calendar date by which a person that wishes to challenge the ratification must bring an action in a court of this state under ORS 60.291 (Judicial review of corporate action) . The calendar date must be within 120 days after the later of the effective date of validation or the date of the notice.

(B) If at the time that the corporation sends notice under this section the corporation cannot state the calendar date by which a person must bring an action in a court of this state under ORS 60.291 (Judicial review of corporate action) , the notice must:

(i) State the date on which the corporation anticipates that a person must bring an action; or

(ii) State that a person may contact the corporation to determine the exact date by which the person must bring the action and provide the information necessary to contact the corporation.

(4) Intentionally left blank —Ed.

(a) Except as provided in paragraph (b) of this subsection, if a board of directors’ ratification of a defective corporate action under ORS 60.276 (Ratification by board of directors) requires shareholder approval, the quorum and voting requirements that applied to shareholders at the time the shareholders approved the defective corporate action apply also to the shareholders’ approval of the ratification of the defective corporate action.

(b) Shareholder approval of a ratification of an election of a director requires that at a meeting at which a quorum is present the number of votes that shareholders cast that favor the ratification exceeds the number of votes that shareholders cast that oppose the ratification.

(5) Intentionally left blank —Ed.

(a) Except as provided in paragraph (b) of this subsection, putative shares that exist on the record date for determining the shareholders who may vote to approve a ratification of a defective corporate action, including putative shares that might become valid shares as a result of ratifying the defective corporate action, may not vote or be counted for the purpose of determining a quorum in a vote to approve the ratification of the defective corporate action.

(b) If a corporation has only putative shares outstanding and no valid shares outstanding, all putative shares may vote and be counted for the purpose of determining a quorum in a vote to approve the ratification of a defective corporate action.

(6) If approving an issue of putative shares would result in an overissue, in addition to obtaining the ratification required under ORS 60.276 (Ratification by board of directors) and, if necessary, the approval required under subsections (4) and (5) of this section, the corporation shall amend the corporation’s articles of incorporation in accordance with this chapter to increase the number of shares of an authorized class or series, or authorize the creation of a class or series of shares, that is sufficient to prevent the overissue. [2019 c.325 §5]

Source: Section 60.279 — Quorum; notice to shareholders of proposed ratification , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.720 — OR Code / Title 7 / Chapter 67 / Section 67.720
67.720 Limitations applicable to foreign limited liability partnerships
Status: in_force

(1) Except as provided in subsection (2) of this section, a foreign limited liability partnership may not be denied authorization to transact business in this state by the Secretary of State by reason of any difference between the laws of this state and the laws of the state or other jurisdiction under which the foreign limited liability partnership is registered.

(2) Notwithstanding subsection (1) of this section, a foreign limited liability partnership shall not be authorized or permitted to exercise any powers or purposes or conduct any business or affairs in this state that a limited liability partnership is proscribed from exercising, pursuing or undertaking in this state. [1997 c.775 §72]

Source: Section 67.720 — Limitations applicable to foreign limited liability partnerships , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.334 — OR Code / Title 7 / Chapter 60 / Section 60.334
60.334 Compensation of directors
Status: in_force

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. [1987 c.52 §78]

Source: Section 60.334 — Compensation of directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 59.055 — OR Code / Title 7 / Chapter 59 / Section 59.055
59.055 Conditions of offer and sale of securities
Status: in_force

It is unlawful for any person to offer or sell any security in this state, unless:

(1) The security is registered and the offer or sale is not in violation of any rule or order of the Director of the Department of Consumer and Business Services or any condition, limitation or restriction imposed by the director upon such registration;

(2) The security is exempt under ORS 59.025 (Securities exempt from registration) or the sale is exempt under ORS 59.035 (Transactions exempt from registration) ; or

(3) The security is a federal covered security for which a notice has been filed and fees have been paid under ORS 59.049 (Federal covered securities exempt from registration) . [1967 c.537 §7; 1997 c.772 §4]

Source: Section 59.055 — Conditions of offer and sale of securities , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 62.355 — OR Code / Title 7 / Chapter 62 / Section 62.355
62.355 Cooperative contracts
Status: in_force

(1) Contracts for any of the following purposes, whether contained in the bylaws or separately written, are valid when made between a cooperative and any member in which such member agrees to:

(a) Sell, market or deliver to or through the cooperative or any facilities furnished by it, all or any specified part of products produced or to be produced either by the member or under the control of the member.

(b) Authorize the cooperative or any facilities furnished by it to act for the member in any manner with respect to all or any specified part of such products.

(c) Buy or procure from or through the cooperative or any facilities furnished by it, all or any specified part of goods or services to be bought or procured by the member.

(d) Authorize the cooperative or any facilities furnished by it to act for the member in any manner in the procurement of goods or the procurement or performance of services.

(2) The contract referred to in subsection (1) of this section may fix and require liquidated damages to be paid by the member to the cooperative in the event of breach of the contract by the member. Liquidated damages may be a percentage of the value or a specific amount per unit of the products, goods or services involved by the breach, or a specific sum.

(3) Two or more cooperatives may contract and act in association, corporate or otherwise, to perform collectively any of their powers or purposes authorized by this chapter. [1957 c.716 §32]

Source: Section 62.355 — Cooperative contracts , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 63.784 — OR Code / Title 7 / Chapter 63 / Section 63.784
63.784 Certain expense reports to members
Status: in_force

If a limited liability company indemnifies or advances expenses to a member or manager under ORS 63.160 (Limitation of liability and indemnification) in connection with a proceeding by or in the right of the limited liability company, the limited liability company shall report the indemnification or advance in writing to the members. [1993 c.173 §99; 1999 c.86 §17]

Source: Section 63.784 — Certain expense reports to members , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.231 — OR Code / Title 7 / Chapter 60 / Section 60.231
60.231 Proxies
Status: in_force

(1) A shareholder may vote shares in person or by proxy.

(2) A shareholder may authorize a person or persons to act for the shareholder as proxy in any one of the following manners:

(a) A shareholder or the shareholder’s designated officer, director, employee or agent may sign a document.

(b) A shareholder may send or authorize an agent to send an electronic transmission that:

(A) May be transmitted to:

(i) The person who will hold the proxy;

(ii) The proxy solicitation firm; or

(iii) A proxy support service organization or similar agency that the person who will hold the proxy authorizes to receive the electronic transmission; and

(B) Must contain or be accompanied by information that shows the date of the transmission and that the shareholder or the shareholder’s designated officer, director, employee or agent authorized the transmission.

(c) Any other method allowed by law.

(3) A copy, facsimile telecommunication or other reliable reproduction of the document or electronic transmission created under subsection (2)(a) or (b) of this section may be used instead of the original document or electronic transmission for all purposes for which the original document or electronic transmission may be used if the copy, facsimile telecommunication or other reproduction is a complete copy of the entire original document or electronic transmission.

(4) An authorization of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An authorization is valid for 11 months unless a longer period is expressly provided in the authorization form.

(5) An authorization of a proxy is revocable by the shareholder unless the authorization conspicuously states that the authorization is irrevocable and the authorization is coupled with an interest. Authorizations coupled with an interest include the authorization of:

(a) A pledgee;

(b) A person who purchased or agreed to purchase the shares;

(c) A creditor of the corporation that extended the corporation credit under terms requiring the authorization;

(d) An employee of the corporation whose employment contract requires the authorization; or

(e) A party to a voting agreement created under ORS 60.257 (Voting agreements) .

(6) The death or incapacity of the shareholder authorizing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the authorization.

(7) An authorization made irrevocable under subsection (5) of this section is revoked when the interest with which the authorization is coupled is extinguished.

(8) A transferee for value of shares subject to an irrevocable authorization may revoke the authorization if the transferee did not know of the authorization’s existence when the transferee acquired the shares and the existence of the irrevocable authorization was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

(9) Subject to ORS 60.237 (Corporations’ acceptance or rejection of votes, consents, waivers or proxy authorizations) and to any express limitation on the proxy’s authority appearing on the face of the authorization form or electronic transmission, a corporation is entitled to accept the proxy’s vote or other action as that of the shareholder making the authorization. [1987 c.52 §58; 1999 c.371 §1; 2001 c.104 §17; 2003 c.80 §7; 2017 c.55 §10]

Source: Section 60.231 — Proxies , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.030 — OR Code / Title 7 / Chapter 67 / Section 67.030
67.030 Certificate of existence or authorization
Status: in_force

(1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a limited liability partnership or a certificate of authorization for a foreign limited liability partnership.

(2) A certificate of existence or authorization when issued means that:

(a) The name of the limited liability partnership or the foreign limited liability partnership is registered in this state;

(b) The limited liability partnership is duly registered under the laws of this state or the foreign limited liability partnership is authorized to transact business in this state;

(c) All fees payable to the Secretary of State under this chapter have been paid, if nonpayment affects the existence or authorization of the limited liability partnership or foreign limited liability partnership;

(d) An annual report required by ORS 67.645 (Annual report) has been filed by the Secretary of State within the preceding 14 months; and

(e) A cancellation notice under ORS 67.606 (Cancellation of registration) or a withdrawal notice under ORS 67.740 (Withdrawal of foreign limited liability partnership) has not been filed by the Secretary of State.

(3) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the limited liability partnership or foreign limited liability partnership is registered or is authorized to transact business in this state. [Formerly 67.550]

Source: Section 67.030 — Certificate of existence or authorization , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 62.005 — OR Code / Title 7 / Chapter 62 / Section 62.005
62.005 Short title
Status: in_force

This chapter shall be known and may be cited as the “Oregon Cooperative Corporation Act.” [1957 c.716 §1]

Source: Section 62.005 — Short title , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 62.555 — OR Code / Title 7 / Chapter 62 / Section 62.555
62.555 Right to amend articles of incorporation
Status: in_force

(1) A cooperative may amend its articles from time to time in any and as many respects as may be desired, so long as its articles as amended contain only such provisions as might be lawfully contained in original articles at the time of making the amendment, and, if a change in shares or the rights of shareholders or members, or an exchange, reclassification or cancellation of shares or rights of shareholders or members is to be made, such provisions as may be necessary to effect the change, exchange, reclassification or cancellation.

(2) Amendments to the articles shall be made in the following manner:

(a) The board shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of the members of the cooperative, which may be either an annual or a special meeting.

(b) Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member of record within the time and in the manner provided in ORS 62.255 (Meetings of members) for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed amendment or the summary may be included in the notice of the annual meeting.

(c) At the meeting a vote of the members shall be taken on the proposed amendment. The proposed amendment is adopted upon receiving the affirmative vote of a majority of the member votes cast thereon, unless shareholders are entitled by ORS 62.560 (Shareholder voting on amendments to articles) to vote on the proposed amendment, in which event the proposed amendment is adopted upon receiving the approval of shareholders as specified in ORS 62.560 (Shareholder voting on amendments to articles) , as well as the affirmative vote of a majority of member votes cast thereon. Any number of amendments may be submitted to the members and voted upon by them at one meeting. [1957 c.716 §38]

Source: Section 62.555 — Right to amend articles of incorporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.734 — OR Code / Title 7 / Chapter 65 / Section 65.734
65.734 Withdrawal of foreign corporation
Status: in_force

(1) A foreign corporation authorized to transact business in this state may apply to the Secretary of State to withdraw from this state. The application must set forth:

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

(b) That the foreign corporation is not transacting business in this state and that the foreign corporation surrenders the foreign corporation’s authority to transact business in this state;

(c) That the foreign corporation revokes the authority of the foreign corporation’s registered agent to accept service on the foreign corporation’s behalf and appoints the Secretary of State as the foreign corporation’s agent for service of process in any proceeding based on a cause of action arising during the time the foreign corporation was authorized to transact business in this state;

(d) A mailing address to which the person initiating any proceedings may mail to the foreign corporation a copy of any process served on the Secretary of State under paragraph (c) of this subsection; and

(e) A commitment to notify the Secretary of State for a period of five years from the date of withdrawal of any change in the mailing address.

(2) After the Secretary of State files the application to withdraw, the authority of the foreign corporation to transact business in this state ceases. [1989 c.1010 §157; 2019 c.174 §104]

Source: Section 65.734 — Withdrawal of foreign corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 59.315 — OR Code / Title 7 / Chapter 59 / Section 59.315
59.315 Oaths and subpoenas in proceedings before director
Status: in_force

(1) For the purpose of an investigation or proceeding under the Oregon Securities Law, the Director of the Department of Consumer and Business Services may administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence and require the production of books, papers, correspondence, memoranda, agreements or other documents or records which the director deems relevant or material to the inquiry. Each witness who appears before the director under a subpoena shall receive the fees and mileage provided for witnesses in ORS 44.415 (Fees and mileage of witnesses) (2).

(2) If a person fails to comply with a subpoena so issued or a party or witness refuses to testify on any matters, the judge of the circuit court or of any county, on the application of the director, shall compel obedience by proceedings for contempt as in the case of disobedience of the requirements of a subpoena issued from such court or a refusal to testify therein. [1967 c.537 §29; 1989 c.980 §5a]

Source: Section 59.315 — Oaths and subpoenas in proceedings before director , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 65.307 — OR Code / Title 7 / Chapter 65 / Section 65.307
65.307 Number of directors
Status: in_force

(1) A board of directors must consist of one or more individuals for a mutual benefit or religious corporation and three or more individuals for a public benefit corporation, with the number specified or fixed in accordance with the articles of incorporation or bylaws.

(2) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed periodically, within the minimum and maximum, by the members or the board of directors. If the articles of incorporation establish a fixed or a variable range for the size of the board of directors and the corporation has members entitled to vote for directors, then only the members may change the range for the size of the board or change from a fixed or a variable-range size board. [1989 c.1010 §72]

Source: Section 65.307 — Number of directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.501 — OR Code / Title 7 / Chapter 60 / Section 60.501
60.501 Merger or share exchange with foreign corporation
Status: in_force

(1) One or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if:

(a) In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complied with that law in effecting the merger;

(b) In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;

(c) The foreign corporation complies with ORS 60.494 (Articles and plan of merger or share exchange) if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and

(d) Each domestic corporation complies with the applicable provisions of ORS 60.481 (Merger) to 60.491 (Merger with subsidiary) and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with ORS 60.481 (Merger) to 60.494 (Articles and plan of merger or share exchange) .

(2) Upon the merger or share exchange taking effect, the surviving foreign corporation of a merger and the acquiring foreign corporation of a share exchange is deemed:

(a) To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger or share exchange; and

(b) To agree that it will promptly pay to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under this chapter.

(3) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise. [1987 c.52 §121]

Source: Section 60.501 — Merger or share exchange with foreign corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.657 — OR Code / Title 7 / Chapter 63 / Section 63.657
63.657 Appeal from denial of reinstatement
Status: in_force

(1) If the Secretary of State denies a limited liability company’s application for reinstatement following administrative dissolution, the Secretary of State shall give written notice to the limited liability company that explains the reason or reasons for denial.

(2) The limited liability company may appeal the denial of the reinstatement pursuant to the provisions of ORS chapter 183. [1993 c.173 §65]

Source: Section 63.657 — Appeal from denial of reinstatement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 62.435 — OR Code / Title 7 / Chapter 62 / Section 62.435
62.435 Sale or other disposition of entire assets
Status: in_force

(1) A sale, lease, exchange or other disposition of all, or substantially all, of a cooperative’s property and assets, if made in the cooperative’s usual and regular course of business, may occur under terms and conditions and for consideration that consists in whole or in part of money or property, real or personal, including shares of any other cooperative, corporation or association, domestic or foreign, as the cooperative’s board authorizes. A sale, lease, exchange or other disposition in accordance with this subsection does not require authorization or consent from members or shareholders.

(2) If a sale, lease, exchange or other disposition of all, or substantially all, of the cooperative’s property and assets, with or without goodwill, does not occur in the usual and regular course of the cooperative’s business, the sale, lease, exchange or other disposition may occur under terms and for consideration that consists, in whole or in part, of money or property, real or personal, including shares of any other cooperative, corporation or association, if the sale, lease, exchange or other disposition is authorized in the following manner:

(a) The board shall adopt a resolution that recommends the sale, lease, exchange or other disposition and submits the recommendation to a vote at a meeting of members, which may be either an annual or a special meeting. If the cooperative has shareholders, the board shall submit the recommendation to a joint meeting of members and shareholders.

(b) The board shall give written or printed notice to each member and to each shareholder within the time and in the manner provided in ORS 62.255 (Meetings of members) for giving notice of meetings of members. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the recommendation for the sale, lease, exchange or other disposition.

(c) At the meeting, the members and shareholders may approve the sale, lease, exchange or other disposition of all or substantially all of the cooperative’s property and assets and may fix, or may authorize the board to fix, any or all of the terms of and consideration for the sale, lease, exchange or other disposition by an affirmative vote of:

(A) Two-thirds of all the members and two-thirds of all the shareholders of an electric cooperative that are entitled to vote;

(B) A majority of all the members and a majority of all the shareholders of a telephone cooperative that are entitled to vote, unless the telephone cooperative’s bylaws require a greater number; or

(C) A majority of all the members and a majority of all the shareholders of any other cooperative that are entitled to vote.

(3) After the members and shareholders vote in accordance with subsection (2) of this section, the board nevertheless, in the board’s discretion, may abandon the sale, lease, exchange or other disposition subject to the rights of third parties under any contracts that relate to the sale, lease, exchange or other disposition, without further action or approval by members or shareholders. [1957 c.716 §48; 2015 c.113 §5]

Source: Section 62.435 — Sale or other disposition of entire assets , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).