ORS § 65.361 — OR Code / Title 7 / Chapter 65 / Section 65.361
65.361 Director conflict of interest
Status: in_force

(1) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if the transaction is fair to the corporation at the time the corporation enters into the transaction. A transaction is presumed to be fair if the transaction is approved as provided in subsection (2) or (3) of this section.

(2) A transaction in which a director of a public benefit corporation or religious corporation has a conflict of interest may be approved:

(a) By the vote of the board of directors or a committee of the board of directors if the material facts of the transaction and the director’s interest are disclosed or known to the board of directors or committee of the board of directors; or

(b) By obtaining approval of:

(A) The Attorney General; or

(B) The circuit court in an action in which the Attorney General is joined as a party.

(3) A transaction in which a director of a mutual benefit corporation has a conflict of interest may be approved:

(a) In advance by the vote of the board of directors or a committee of the board of directors if the material facts of the transaction and the director’s interest were disclosed or known to the board of directors or a committee of the board of directors; or

(b) If the material facts of the transaction and the director’s interest were disclosed or known to the members and the members authorized, approved or ratified the transaction.

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

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

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

(c) A person who is related to the director or a business associate of the director is a party to the transaction.

(5) For purposes of subsections (2) and (3) of this section, a conflict of interest transaction is authorized, approved or ratified if the transaction receives the affirmative vote of a majority of the directors on the board of directors or on the committee who have no direct or indirect interest in the transaction. A transaction may not be authorized, approved or ratified under this section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction votes to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsection (2)(a) or (3)(a) of this section if the transaction is otherwise approved as provided in subsection (2) or (3) of this section.

(6) For purposes of subsection (3)(b) of this section, a conflict of interest transaction is authorized, approved or ratified by the members if the transaction receives a majority of the votes entitled to be counted under this subsection. Votes cast by or voted under the control of a director who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity described in subsection (4) of this section may be counted in a vote of members to determine whether to authorize, approve or ratify a conflict of interest transaction under subsection (3)(b) of this section. A majority of the members, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.

(7) The articles of incorporation, bylaws or a resolution of the board may impose additional requirements on conflict of interest transactions. [1989 c.1010 §89; 2019 c.174 §67]

Source: Section 65.361 — Director conflict of interest , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.110 — OR Code / Title 7 / Chapter 67 / Section 67.110
67.110 Actions by and against partnership and partners
Status: in_force

(1) A partnership may sue and be sued in the name of the partnership.

(2) An action may be brought against the partnership and, to the extent not inconsistent with ORS 67.105 (Partner’s liability) , any or all of the partners in the same action or in separate actions.

(3) A judgment against a partnership is not by itself a judgment against a partner.

(4) Except as provided by subsection (5) of this section, a creditor may proceed against one or more partners or their property to satisfy a judgment based on a claim that could have been successfully asserted against the partnership only if:

(a) The partner is personally liable for the claim under ORS 67.105 (Partner’s liability) ;

(b) A judgment is also obtained against the partner; and

(c) A judgment based on the same claim is obtained against the partnership that:

(A) Has not been reversed or vacated; and

(B) Remains unsatisfied for 90 days after:

(i) The date of entry of the judgment; or

(ii) The date of expiration or termination of the stay, if the judgment is contested by appropriate proceedings and execution on the judgment has been stayed.

(5) Subsection (4) of this section does not prohibit a creditor from proceeding directly against one or more partners who are personally liable for the claim under ORS 67.105 (Partner’s liability) or against their property without first seeking satisfaction from partnership property if:

(a) The partnership is a debtor in bankruptcy;

(b) The creditor and the partnership agreed that the creditor is not required to comply with subsection (4) of this section;

(c) A court orders otherwise, based on a finding that partnership property subject to execution within the state is clearly insufficient to satisfy the judgment or that compliance with subsection (4) of this section is excessively burdensome; or

(d) Liability is imposed on the partner by law or contract independently of the person’s status as a partner. [1997 c.775 §15]

Source: Section 67.110 — Actions by and against partnership and partners , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.766 — OR Code / Title 7 / Chapter 60 / Section 60.766
60.766 Proceedings against benefit company
Status: in_force

(1) Except as provided in subsection (2) of this section, a person may not commence a proceeding against a benefit company, or against the governors, members, officers or managers of a benefit company, to assert a claim that the benefit company, governors, members, officers or managers:

(a) Failed to pursue, create or provide a general public benefit or a specific public benefit identified in the benefit company’s articles of incorporation or articles of organization; or

(b) Violated a duty or a standard of conduct prescribed under ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) .

(2) A person may commence a direct or derivative proceeding, as appropriate, to compel a benefit company to provide a general public benefit or a specific public benefit or to require a governor, member, officer or manager to act in accordance with a duty or a standard of conduct set forth in the benefit company’s articles of incorporation or articles of organization, or prescribed under ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) , only if the person is:

(a) The benefit company;

(b) A governor;

(c) A shareholder or member; or

(d) Another person identified in the benefit company’s bylaws, articles of incorporation or articles of organization as having a right to commence a proceeding under this section.

(3) A benefit company is not liable for money damages as a consequence of failing to provide a general public benefit or a specific public benefit. [2013 c.269 §9]

Note: See note under 60.750 (Definitions for ORS 60.750 to 60.770) .

Source: Section 60.766 — Proceedings against benefit company; when allowed; who may commence , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.704 — OR Code / Title 7 / Chapter 65 / Section 65.704
65.704 Consequences of transacting business without authority
Status: in_force

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

(2) The successor to or assignee of a foreign corporation that transacted business in this state without authority to do so may not maintain a proceeding on its cause of action in any court in this state until the foreign corporation or its successor obtains authorization from the Secretary of State to transact business in this state.

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

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

(5) Notwithstanding subsections (1) and (2) of this section, the failure of a foreign corporation to obtain authority to transact business in this state does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state. [1989 c.1010 §148]

Source: Section 65.704 — Consequences of transacting business without authority , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.200 — OR Code / Title 7 / Chapter 63 / Section 63.200
63.200 Right to interim distributions
Status: in_force

Except as provided in ORS 63.205 (Voluntary withdrawal of member) to 63.235 (Liability for wrongful distribution) , a member is entitled to receive distributions from a limited liability company before the member’s withdrawal from the limited liability company and before the dissolution and winding up of the limited liability company to the extent and at the times or upon the occurrence of the events specified in the articles of organization or any operating agreement. [1993 c.173 §40]

Source: Section 63.200 — Right to interim distributions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.581 — OR Code / Title 7 / Chapter 60 / Section 60.581
60.581 Failure to take action
Status: in_force

(1) If the corporation does not take the proposed action within 60 days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.

(2) If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters’ notice under ORS 60.567 (Dissenters’ notice) and repeat the payment demand procedure. [1987 c.52 §133]

Source: Section 60.581 — Failure to take action , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.515 — OR Code / Title 7 / Chapter 62 / Section 62.515
62.515 Organization meeting of directors
Status: in_force

After the issuance of the certificate of incorporation an organization meeting of the board of directors named in the articles shall be held, either within or without this state, at the call of a majority of the incorporators, for the purpose of adopting bylaws, electing officers and the transaction of such other business as may come before the meeting. [1957 c.716 §7]

Source: Section 62.515 — Organization meeting of directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.036 — OR Code / Title 7 / Chapter 65 / Section 65.036
65.036 Private foundations
Status: in_force

Except where otherwise determined by a court of competent jurisdiction, a corporation which is a private foundation as defined in section 509 of the Internal Revenue Code of 1986 shall:

(1) Distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under section 4942 of the Internal Revenue Code of 1986;

(2) Not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code of 1986;

(3) Not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code of 1986;

(4) Not make any investments in such a manner as to subject the corporation to taxes on investments which jeopardize charitable purposes as provided in section 4944 of the Internal Revenue Code of 1986; and

(5) Not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code of 1986. [1989 c.1010 §16]

Source: Section 65.036 — Private foundations , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.364 — OR Code / Title 7 / Chapter 65 / Section 65.364
65.364 Loans to or guarantees for directors and officers
Status: in_force

(1) A public benefit corporation or religious corporation may not make a loan, guarantee an obligation or modify a preexisting loan or guarantee to or for the benefit of a director or officer of the corporation, except as stated in this section. Unless prohibited by the corporation’s articles of incorporation or bylaws, a public benefit corporation or religious corporation may make a loan, guarantee an obligation or modify a preexisting loan or guarantee to or for the benefit of a director or officer as part of a recruitment package, for a total period not to exceed three years, provided that:

(a) Approval of the loan, guarantee or modification is obtained in the manner provided in ORS 65.361 (Director conflict of interest) (2) and (5) for approval of issues involving director conflicts of interest;

(b) Notice of the loan, guarantee or modification is given to the members of the public benefit corporation or religious corporation in the manner provided in ORS 65.784 (Report to members and other persons of indemnification) for notice of certain acts of indemnification; and

(c) Twenty or more days before the loan, guarantee or modification is to become binding on the public benefit corporation or religious corporation, written notice has been given to the Attorney General of the proposed recruitment package for the director or officer, including identification of the amount and character of all items of compensation and a separate statement of the amount and terms of any such loan, guarantee or modification.

(2) A mutual benefit corporation may not lend money to or guarantee the obligation of a director of the mutual benefit corporation unless:

(a) The particular loan or guarantee is approved by a majority of the votes of members entitled to vote, excluding the votes of members under the control of the benefited director; or

(b) The mutual benefit corporation’s board of directors determines that the loan or guarantee benefits the mutual benefit corporation and either approves the specific loan or guarantee or a general plan authorizing the loans and guarantees.

(3) The fact that a loan or guarantee is made in violation of this section does not affect the borrower’s liability on the loan. [1989 c.1010 §90; 1991 c.231 §6; 2019 c.174 §68]

Source: Section 65.364 — Loans to or guarantees for directors and officers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.024 — OR Code / Title 7 / Chapter 65 / Section 65.024
65.024 Evidentiary effect of certified copy of filed document or secretary’s certificate
Status: in_force

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

(2) The following documents and certificates must be received in all courts, public offices and official bodies of this state as prima facie evidence of the facts stated in the documents or certificates, unless a greater evidentiary effect is provided in ORS 65.027 (Certificate of existence or authorization) and 65.051 (Incorporation) or elsewhere in this chapter or the document was thereafter corrected or withdrawn from the files of the Secretary of State:

(a) All facts stated in certificates the Secretary of State issues with respect to the Secretary of State’s business registry functions including a certificate of compliance or noncompliance of a document with filing requirements or other provisions of law administered by the Secretary of State, or a certificate as to the existence or nonexistence of facts that would appear from presence or absence of documents in the files of the Secretary of State; and

(b) All facts stated in documents certified as filed by the Secretary of State, but only to the extent the specific items were required to be included in the document by this chapter or ORS chapter 61 (1987 Replacement Part). [1989 c.1010 §10; 2019 c.174 §12]

Source: Section 65.024 — Evidentiary effect of certified copy of filed document or secretary’s certificate , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.467 — OR Code / Title 7 / Chapter 65 / Section 65.467
65.467 Approval by third persons
Status: in_force

A corporation’s articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person or persons other than the board of directors. A provision of the articles of incorporation that has this requirement may not be amended without the approval in writing of the specified person or persons. [1989 c.1010 §117; 2019 c.174 §81]

Source: Section 65.467 — Approval by third persons , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.641 — OR Code / Title 7 / Chapter 63 / Section 63.641
63.641 Known claims against dissolved limited liability company
Status: in_force

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

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

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

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

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

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

(3) A claim against the dissolved limited liability company is barred:

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

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

(4) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. [1993 c.173 §56]

Source: Section 63.641 — Known claims against dissolved limited liability company , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 70.270 — OR Code / Title 7 / Chapter 70 / Section 70.270
70.270 Limit on distribution
Status: in_force

A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, the liabilities of the limited partnership exceed the fair value of the partnership assets. For purposes of this section, the following shall be disregarded as liabilities of the limited partnership:

(1) Liabilities to partners on account of their partnership interests; and

(2) With respect to any liability as to which the recourse of creditors is limited to specific property of the limited partnership, the amount by which such liability exceeds the fair value of such specific property. [1985 c.677 §38]

Source: Section 70.270 — Limit on distribution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 65.497 — OR Code / Title 7 / Chapter 65 / Section 65.497
65.497 Merger with foreign corporation
Status: in_force

(1) Except as provided in ORS 65.484 (Limitations on mergers by public benefit or religious corporations) , one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:

(a) The merger is permitted by the law of the state or country under whose law each foreign business or nonprofit corporation is incorporated and each foreign business or nonprofit corporation complies with that law in effecting the merger;

(b) The foreign business or nonprofit corporation complies with ORS 65.491 (Articles and plan of merger) if it is the surviving corporation of the merger; and

(c) Each domestic nonprofit corporation complies with the applicable provisions of ORS 65.481 (Approval of plan of merger) to 65.487 (Action on plan of merger by board, members and third persons) and, if it is the surviving corporation of the merger, with ORS 65.491 (Articles and plan of merger) .

(2) Upon the merger taking effect, a surviving foreign business or nonprofit corporation is deemed to have irrevocably appointed the Secretary of State as its agent for service of process in any proceeding brought against it. [1989 c.1010 §123]

Source: Section 65.497 — Merger with foreign corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.265 — OR Code / Title 7 / Chapter 63 / Section 63.265
63.265 Cessation of membership
Status: in_force

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

(1) A member shall cease to be a member in a limited liability company upon the member’s death, incompetency, bankruptcy, dissolution, withdrawal, expulsion or assignment of the member’s entire membership interest.

(2) Intentionally left blank —Ed.

(a) Except as otherwise provided in paragraph (b) of this subsection, following the cessation of the member’s interest, the holder of the former member’s interest shall be considered an assignee of such interest and shall have all the rights, duties and obligations of an assignee under this chapter.

(b) If the member who ceases to be a member is the only member of the limited liability company, the holder of the former member’s interest shall become a member simultaneously with and upon the cessation of the former member’s interest. [1993 c.173 §53; 1995 c.93 §15; 1997 c.646 §7]

Source: Section 63.265 — Cessation of membership , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.134 — OR Code / Title 7 / Chapter 65 / Section 65.134
65.134 Consideration
Status: in_force

Except as provided in the corporation’s articles of incorporation or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board of directors. [1989 c.1010 §40; 2019 c.174 §29]

Source: Section 65.134 — Consideration , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 59.245 — OR Code / Title 7 / Chapter 59 / Section 59.245
59.245 Investigations
Status: in_force

(1) The Director of the Department of Consumer and Business Services may:

(a) Make such public or private investigations within or outside this state as the director deems necessary to 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, or to aid in the enforcement of the Oregon Securities Law or in the formulation of rules and forms thereunder;

(b) Make any proper inquiry of a person that is licensed or required to be licensed as a broker-dealer, salesperson, investment adviser representative or state investment adviser, or any officer, partner, director or authorized representative of a broker-dealer, salesperson, investment adviser representative or state investment adviser, in relation to the activities or condition of the broker-dealer, salesperson, investment adviser representative or state investment adviser or in relation to any other matter connected with offering, purchasing or selling any security or conducting a securities business;

(c) Require or permit a person to file a statement in writing, under oath or otherwise as the director determines, as to all the facts and circumstances concerning the matter to be investigated; and

(d) Publish information concerning any violation of the Oregon Securities Law or any rule or order of the director.

(2) A person shall promptly and truthfully reply to an inquiry from the director in relation to any matter connected directly or indirectly with an offer, purchase or sale of any security or the conduct of a securities business. The person shall reply using the form of communication the director requests, and the person shall verify the reply in the manner and form that the director specifies. A person’s reply under this subsection is subject to the provisions of ORS 59.135 (Fraud and deceit with respect to securities or securities business) (4) and 59.451 (Prohibition against filing false statement by person under investigation or examination) .

(3) If the director has reason to believe that any person has engaged, is engaging or is about to engage in any violation of the Oregon Securities Law, the director may issue an order, subject to ORS 59.295 (Notice of orders) , directed to the person to cease and desist from the violation or threatened violation.

(4) Except as provided in subsections (5) to (8) of this section, the following documents, material and other information are confidential and may not be disclosed except as provided in ORS 705.137 (Information that is confidential or not subject to disclosure) :

(a) Any tip, complaint or referral made to the director against any person that is subject to the director’s general supervision under ORS 59.235 (General supervision over persons dealing in securities) and the record of the tip, complaint or referral;

(b) Any examination made by the director under the Oregon Securities Law and the record of the examination, including any documents, material and other information the director gathers, compiles or creates in connection with the examination, but excluding any final report of the examination; and

(c) Any investigation or inquiry the director makes under the Oregon Securities Law and the record of the investigation or inquiry, including any documents, material or other information the director gathers, compiles or creates in connection with the investigation or inquiry, but only during the pendency of the investigation or inquiry or during the pendency of a related action, suit or proceeding by the director, the Attorney General or other government entity to enforce a provision of the Oregon Securities Law or a rule or order of the director.

(5) The director may use documents, materials and other information that are confidential under subsection (4) of this section to the extent that the director considers necessary in investigating or prosecuting apparent violations of the Oregon Securities Law and as otherwise provided in ORS 705.137 (Information that is confidential or not subject to disclosure) .

(6) Notwithstanding ORS 40.270 (Rule 509. Public officer privilege) , an officer of the Department of Consumer and Business Services may be examined concerning records that are exempt from disclosure under subsection (4) of this section and the records are subject to examination and production if a court or arbitrator finds that the examination and production are essential for establishing a claim or defense in a civil or criminal action or an arbitration, or that a person other than the director possessed or controlled the records but the person is not available, cannot produce the records or make the records available for examination or is not subject to subpoena in this state. In making a finding under this subsection, a court or arbitrator may view in camera the records the court or arbitrator requires to be produced.

(7) If the director, in the director’s sole discretion, determines that disclosure is necessary to protect the public interest, the director may make available the records described in subsection (4) of this section.

(8) Subsection (4) of this section does not prevent disclosure of documents, material or other information that a person other than the director possesses or controls or make the documents, material or other information confidential or subject to ORS 705.137 (Information that is confidential or not subject to disclosure) . [1967 c.537 §22; 1973 c.366 §6; 1999 c.315 §2; 2007 c.71 §14; 2023 c.494 §1]

Source: Section 59.245 — Investigations; publicity with respect to violations; confidentiality of materials; exceptions; cease and desist order , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 62.030 — OR Code / Title 7 / Chapter 62 / Section 62.030
62.030 Filing, service, copying and certification fees
Status: in_force

The Secretary of State shall collect the fees described in ORS 56.140 (Fees) for each document delivered for filing under this chapter and for process served on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 (Fees) for copying any public record under this chapter, certifying the copy or certifying to other facts of record under this chapter. [1987 c.94 §71; 1991 c.132 §4; 1995 c.195 §35; 1999 c.362 §§17,17a]

Source: Section 62.030 — Filing, service, copying and certification fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 67.200 — OR Code / Title 7 / Chapter 67 / Section 67.200
67.200 Transfer of whole or part of partner’s transferable interest
Status: in_force

(1) A transfer, in whole or in part, of a partner’s transferable interest in the partnership:

(a) Is permissible;

(b) Does not by itself cause the partner’s dissociation or a dissolution and winding up of the partnership business; and

(c) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions or to inspect or copy the partnership books or records.

(2) A transferee of a partner’s transferable interest in the partnership has a right:

(a) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;

(b) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and

(c) To seek under ORS 67.290 (Events causing dissolution and winding up of partnership business) (6) a judicial determination that it is equitable to wind up the partnership business.

(3) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all the partners.

(4) Upon transfer, the transferor retains the rights and duties of a partner other than the transferred interest in profits and losses of the partnership and the right to receive distributions.

(5) A partnership need not give effect to a transferee’s rights under this section until it has notice of the transfer. Upon request, a transferee must furnish to the partnership reasonable proof of the transfer.

(6) A transfer of a partner’s transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. [1997 c.775 §25]

Source: Section 67.200 — Transfer of whole or part of partner’s transferable interest , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.624 — OR Code / Title 7 / Chapter 60 / Section 60.624
60.624 Voluntary dissolution by consent of shareholders
Status: in_force

A corporation may be voluntarily dissolved by the written consent of all of its shareholders. [1987 c.52 §139]

Source: Section 60.624 — Voluntary dissolution by consent of shareholders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.035 — OR Code / Title 7 / Chapter 62 / Section 62.035
62.035 Effective time and date of document
Status: in_force

(1) Except as provided in subsection (2) of this section and ORS 62.040 (Correcting filed document) , a document accepted for filing is effective on the date it is filed by the Secretary of State and at the time, if any, specified in the document as its effective time 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. [1987 c.94 §72; 1995 c.195 §36]

Source: Section 62.035 — Effective time and date of document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.707 — OR Code / Title 7 / Chapter 60 / Section 60.707
60.707 Application for authority to transact business
Status: in_force

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

(a) The name of the foreign corporation or, if the name the foreign corporation uses is unavailable for filing in this state, another corporate name that satisfies the requirements of ORS 60.717 (Corporate name of foreign corporation) ;

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

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

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

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

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

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

(2) Intentionally left blank —Ed.

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

(b) A foreign corporation need not submit a certificate of existence or document in accordance with paragraph (a) of this subsection if the official who has custody of corporate records in the state or country under whose law the foreign corporation is incorporated provides free access via the Internet to a searchable database that contains evidence of corporate registrations. [1987 c.52 §157; 2011 c.147 §4]

Source: Section 60.707 — Application for authority to transact business , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.812 — OR Code / Title 7 / Chapter 62 / Section 62.812
62.812 Distribution of cooperative assets upon dissolution
Status: in_force

(1) As used in this section, “debts, liabilities and obligations” includes, but is not limited to, the repurchase of each membership in the cooperative for the amount that was charged by the cooperative as a membership fee.

(2) If a manufactured dwelling park nonprofit cooperative dissolves, after payment or provision for all debts, liabilities and obligations of the cooperative, the cooperative shall distribute the assets of the cooperative to:

(a) Another manufactured dwelling park nonprofit cooperative;

(b) An organization organized for a public or charitable purpose;

(c) A religious corporation;

(d) The United States;

(e) This state;

(f) A local government in this state;

(g) A housing authority created under ORS 456.055 (Definitions for ORS 456.055 to 456.235) to 456.235 (Dissolution of housing authorities) ; or

(h) A person that is recognized as tax exempt under section 501(c)(3) of the Internal Revenue Code. [2007 c.607 §6; 2009 c.609 §6]

Source: Section 62.812 — Distribution of cooperative assets upon dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 58.490 — OR Code / Title 7 / Chapter 58 / Section 58.490
58.490 Powers
Status: in_force

The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter. [1987 c.94 §13]

Source: Section 58.490 — Powers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 60.223 — OR Code / Title 7 / Chapter 60 / Section 60.223
60.223 Meeting inspectors
Status: in_force

(1) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors’ determinations. Each inspector shall take and sign an oath to faithfully execute the duties of the inspector with strict impartiality and according to the best of the inspector’s ability.

(2) The inspectors shall:

(a) Ascertain the number of shares outstanding and the voting power of each share;

(b) Determine the shares represented at a meeting;

(c) Determine the validity of proxies and ballots;

(d) Count all votes; and

(e) Determine the result.

(3) An inspector may be an officer or employee of the corporation. [2003 c.80 §9]

Source: Section 60.223 — Meeting inspectors; duties , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.806 — OR Code / Title 7 / Chapter 62 / Section 62.806
62.806 Election as nonprofit cooperative
Status: in_force

(1) A cooperative organized under this chapter may elect to become a manufactured dwelling park nonprofit cooperative by stating that election in the articles of incorporation.

(2) A cooperative may not revoke an election made under subsection (1) of this section. A manufactured dwelling park nonprofit cooperative may dissolve as provided in this chapter. [2007 c.607 §4]

Source: Section 62.806 — Election as nonprofit cooperative , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 56.050 — OR Code / Title 7 / Chapter 56 / Section 56.050
56.050 Copies of records as evidence
Status: in_force

Copies of all records and papers of the Office of the Secretary of State, certified by the Secretary of State, shall be received in evidence in all cases equally and with like effect as the original. [Amended by 1953 c.549 §138; 1957 c.227 §1; 1963 c.580 §14; 1985 c.351 §1; 1985 c.728 §1; 1993 c.66 §5; 1999 c.652 §5]

Source: Section 56.050 — Copies of records as evidence , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 60.431 — OR Code / Title 7 / Chapter 60 / Section 60.431
60.431 Authority
Status: in_force

(1) A corporation may amend its articles of incorporation at any time to add, change or delete any provision if the articles of incorporation as amended would be permitted under this chapter as of the effective date of the amendment.

(2) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, purpose or duration of the corporation. [1987 c.52 §103]

Source: Section 60.431 — Authority , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.704 — OR Code / Title 7 / Chapter 62 / Section 62.704
62.704 Judgment of dissolution issued by court
Status: in_force

(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in ORS 62.695 (Jurisdiction of court to dissolve cooperative and liquidate assets and business of cooperative) exist, it may enter a judgment dissolving the cooperative and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the judgment to the office for filing. The Secretary of State shall file the certified copy of the judgment.

(2) After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the cooperative’s business and affairs in accordance with ORS 62.708 (Effect of dissolution) and the notification of claimants in accordance with ORS 62.712 (Disposition of known claims against dissolved cooperative) and 62.714 (Notice of dissolution) . [1995 c.195 §27; 2003 c.576 §326]

Source: Section 62.704 — Judgment of dissolution issued by court , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 59.585 — OR Code / Title 7 / Chapter 59 / Section 59.585
59.585 Short title
Status: in_force

(1) ORS 59.535 (Definitions for ORS 59.535 to 59.585) to 59.585 (Short title) shall be known as and may be cited as the Uniform TOD Security Registration Act.

(2) ORS 59.535 (Definitions for ORS 59.535 to 59.585) to 59.585 (Short title) shall be liberally construed and applied to promote its underlying purposes and policy and to make uniform the laws with respect to the subject of ORS 59.535 (Definitions for ORS 59.535 to 59.585) to 59.585 (Short title) among states enacting it.

(3) Unless displaced by the particular provisions of ORS 59.535 (Definitions for ORS 59.535 to 59.585) to 59.585 (Short title) , the principles of law and equity supplement its provisions. [1991 c.306 §11]

Source: Section 59.585 — Short title; rules of construction , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 67.364 — OR Code / Title 7 / Chapter 67 / Section 67.364
67.364 Articles and plan of merger
Status: in_force

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

(a) Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger, except that no filing is required if all of the parties to the merger are partnerships that have not registered as limited liability partnerships;

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

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

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

(c) A written declaration that states that each business entity that is a party to the merger duly authorized and approved the plan of merger in accordance with ORS 67.360 (Merger) .

(2) The merger takes effect on the later of the date and time determined in accordance with ORS 67.017 (Effective time and date of document) or the date and time determined under the statutes that govern any party to the merger that is a business entity other than a partnership. [1999 c.362 §48; 2015 c.28 §9]

Source: Section 67.364 — Articles and plan of merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 65.369 — OR Code / Title 7 / Chapter 65 / Section 65.369
65.369 Liability of qualified directors
Status: in_force

(1) The civil liability of a qualified director for the performance or nonperformance of the director’s duties shall be limited to gross negligence or intentional misconduct.

(2) This section does not affect the civil liability of the entity which a qualified director serves.

(3) For the purposes of this section, “qualified director” means a person who serves without compensation for personal services as:

(a) A member of a board or commission of the state or a governmental subdivision for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of the board or commission but, notwithstanding ORS 30.265 (Scope of liability of public body, officers, employees and agents) (5), the entity is not thereby rendered immune from liability;

(b) An officer, director or member of an executive board for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of a nonprofit corporation, unincorporated association or nonprofit cooperative corporation that has as its primary purpose:

(A) Religion;

(B) Charity;

(C) Benevolence;

(D) Providing goods or services at no charge to the general public;

(E) Education;

(F) Scientific activity;

(G) Medical or hospital services at reduced costs; or

(H) Engaging in activities of the nature specified in section 501 of the Internal Revenue Code of 1986, as amended;

(c) A director for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of an organization which acts as an advocate for its members and which has as its members individuals or organizations that are:

(A) Members of a particular trade or industry; or

(B) Members of the business community of a particular municipality or area of the state; or

(d) An officer, director or member of an executive board for the purpose of setting policy and controlling or otherwise overseeing the activities or functional responsibilities of a nonprofit corporation, unincorporated association or nonprofit cooperative corporation composed of owners or lessees of units or interests in any condominium submitted to the provisions of ORS 100.005 (Definitions) to 100.627 (Electric vehicle charging stations) , any planned community as defined in ORS 94.550 (Definitions for ORS 94.550 to 94.783) , any timeshare property as defined in ORS 94.803 (Definitions for ORS 94.803 and 94.807 to 94.945) , any residential cooperative community or any other residential or commercial common interest real estate community.

(4) An otherwise qualified director shall not be considered to be compensated for personal services if the director receives payment only for actual expenses incurred in attending meetings or performing a director’s duties or receives a stipend which is paid only to compensate the director for average expenses incurred over the course of a year. [1989 c.1010 §§92,92a; 1991 c.64 §4; 1991 c.81 §1; 1991 c.231 §5; 1999 c.677 §64; 2011 c.270 §2]

Source: Section 65.369 — Liability of qualified directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.222 — OR Code / Title 7 / Chapter 60 / Section 60.222
60.222 Participation at meeting
Status: in_force

(1) Intentionally left blank —Ed.

(a) Shareholders and proxy holders that are not physically present for a shareholders’ meeting may participate in the meeting, be deemed present in person and vote if the board of directors authorizes participation by remote communication. Participation by remote communication is subject to guidelines and procedures that the board adopts.

(b) Before a board of directors may authorize shareholders or proxy holders to participate by remote communication in a shareholders’ meeting, the corporation shall implement measures to:

(A) Verify that a person that is participating in the meeting by remote communication is a shareholder or a proxy holder; and

(B) Ensure that a shareholder or proxy holder may participate by remote communication in an effective manner.

(c) The corporation shall maintain a record of the vote or other action of a shareholder or proxy holder that participates in a shareholders’ meeting by remote communication.

(2) The notice of each annual or special meeting of shareholders at which the board authorizes participation in the manner described in subsection (1) of this section shall state that the board authorizes participation by remote communication and shall describe how a shareholder may notify the corporation of the shareholder’s desire to participate in the meeting by remote communication. [1989 c.1040 §15; 2013 c.274 §5]

Source: Section 60.222 — Participation at meeting , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.331 — OR Code / Title 7 / Chapter 60 / Section 60.331
60.331 Vacancy on board
Status: in_force

(1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(a) The shareholders may fill the vacancy;

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

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

(2) If the vacant office is filled by the shareholders and was held by a director elected by a voting group of shareholders, then only the holders of shares of that voting group are entitled to vote to fill the vacancy.

(3) A vacancy that will occur at a specific later date, by reason of a resignation effective at later date under ORS 60.321 (Resignation of directors) (2) or otherwise may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. [1987 c.52 §77]

Source: Section 60.331 — Vacancy on board , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 70.055 — OR Code / Title 7 / Chapter 70 / Section 70.055
70.055 Authority of limited partnership
Status: in_force

A limited partnership may carry on any business that a partnership without limited partners may carry on. [1985 c.677 §7]

Source: Section 70.055 — Authority of limited partnership , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 67.770 — OR Code / Title 7 / Chapter 67 / Section 67.770
67.770 Action by Attorney General
Status: in_force

The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this chapter. [1997 c.775 §79]

Source: Section 67.770 — Action by Attorney General , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.768 — OR Code / Title 7 / Chapter 60 / Section 60.768
60.768 Benefit report
Status: in_force

(1) A benefit company each year shall prepare a benefit report.

(2) Intentionally left blank —Ed.

(a) The benefit report shall give a narrative description of:

(A) The extent to which the benefit company provided a general public benefit and the actions and methods the benefit company used to provide the general public benefit.

(B) The extent to which the benefit company provided a specific public benefit identified in the benefit company’s articles of incorporation or articles of organization, and the actions and methods the benefit company used to provide the specific public benefit.

(C) Any circumstances that hindered or prevented the benefit company from providing a general public benefit or a specific public benefit.

(b) In addition to the narrative descriptions required under paragraph (a) of this subsection, the benefit report shall:

(A) Assess the extent to which the benefit company met or exceeded a third-party standard that the benefit company selected and identified in the benefit report. The benefit company shall conduct the assessment and evaluate the benefit company’s performance with respect to the third-party standard in a manner that is consistent with assessments and evaluations conducted in previous benefit reports or shall explain the reasons for an inconsistent assessment or evaluation.

(B) Describe the process and rationale the benefit company used to select or to change the third-party standard described in subparagraph (A) of this paragraph.

(c) A benefit report prepared under this section does not need to be audited or certified by a third party.

(3) The benefit company each year shall deliver a copy of the benefit report to each holder of an equity interest within 120 days after the end of the benefit company’s fiscal year or at the same time the benefit company delivers any other annual report to a holder of an equity interest.

(4) A benefit company shall post on the publicly accessible pages of the benefit company’s website all of the benefit company’s benefit reports or shall provide without charge a copy of the most recent benefit report to a person that requests a copy unless providing the copy would violate a provision of applicable law. [2013 c.269 §10]

Note: See note under 60.750 (Definitions for ORS 60.750 to 60.770) .

Source: Section 60.768 — Benefit report; contents required; delivery and posting , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.282 — OR Code / Title 7 / Chapter 60 / Section 60.282
60.282 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 shareholders of a corporation must approve a ratification of a defective corporate action under ORS 60.276 (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 holds valid and putative shares of the corporation on:

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

(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 60.276 (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 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.

(3) A corporation need not send a notice under this section with respect to a ratification that the corporation must submit to shareholders for approval if the corporation sends notice in accordance with ORS 60.279 (Quorum) .

(4) A corporation may send a notice required under this section by any method permitted under ORS 60.034 (Notice) and, for any corporation that is subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, as in effect on January 1, 2020, by filing notice with the United States Securities and Exchange Commission. [2019 c.325 §6]

Source: Section 60.282 — Notice of ratification by board of directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.147 — OR Code / Title 7 / Chapter 65 / Section 65.147
65.147 Transfers
Status: in_force

(1) Except as provided in ORS 65.231 (Proxies) pertaining to proxies or as set forth in or authorized by the articles of incorporation or bylaws, a member may not transfer a membership or any right arising from a membership.

(2) A member of a public benefit corporation or religious corporation may not transfer for value a membership or any right arising from a membership, unless the transferring member is a public benefit corporation or religious corporation.

(3) If transfer rights have been provided, a restriction on the transfer rights is not binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member. [1989 c.1010 §43; 2019 c.174 §32]

Source: Section 65.147 — Transfers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 70.375 — OR Code / Title 7 / Chapter 70 / Section 70.375
70.375 Cancellation of registration
Status: in_force

(1) A foreign limited partnership may cancel its registration by submitting for filing a certificate of cancellation to the Office of Secretary of State signed by a general partner.

(2) A certificate of cancellation shall set forth:

(a) The name of the limited partnership and the state or country under the laws of which it is organized;

(b) A statement that the limited partnership is not transacting business in this state;

(c) A statement that the limited partnership revokes the authority of its registered agent in this state to accept service of process, notice or demand and consents that service of process, notice or demand in any action, suit or proceeding based upon any transaction, event or occurrence that took place in this state prior to the filing of the certificate of cancellation may thereafter be made on the limited partnership by service on the Secretary of State; and

(d) A mailing address to which the person initiating any proceeding may mail a copy of any process, notice or demand to the limited partnership that has been served on the Secretary of State.

(3) The certificate of cancellation shall be signed by one of the general partners or, if the foreign limited partnership is in the hands of a receiver or trustee, shall be signed by the receiver or trustee.

(4) If the Secretary of State finds that the certificate conforms to the filing requirements of this chapter, the Secretary of State shall file the certificate and return an acknowledgment of filing to the sender. Upon the filing of the certificate of cancellation, the authority of the foreign limited partnership to transact business in this state shall cease.

(5) A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transaction of business in this state. [1985 c.677 §54; 1987 c.543 §31; 1999 c.486 §17]

Source: Section 70.375 — Cancellation of registration , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 67.190 — OR Code / Title 7 / Chapter 67 / Section 67.190
67.190 Partner not co-owner of partnership property
Status: in_force

A partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred either voluntarily or involuntarily. [1997 c.775 §23]

Source: Section 67.190 — Partner not co-owner of partnership property , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.273 — OR Code / Title 7 / Chapter 60 / Section 60.273
60.273 Defective corporate action
Status: in_force

(1) A defective corporate action is not void or voidable if the corporation ratifies the defective corporate action in accordance with ORS 60.276 (Ratification by board of directors) or validates the defective corporate action in accordance with ORS 60.288 (Articles of validation) .

(2) Ratification under ORS 60.276 (Ratification by board of directors) or validation under ORS 60.288 (Articles of validation) is not the exclusive means of ratifying or validating a defective corporate action. An absence or failure to ratify or validate a corporate action in accordance with ORS 60.270 (Definitions for ORS 60.270 to 60.291) to 60.291 (Judicial review of corporate action) does not:

(a) Affect the validity or effectiveness of a corporate action that is properly ratified under common law or otherwise; or

(b) Create a presumption that the corporate action is or was a defective corporate action or is or was void or voidable.

(3) Intentionally left blank —Ed.

(a) A putative share becomes a valid share as of the date on which a corporation:

(A) Effectively amends the corporation’s articles of incorporation under this chapter to create, designate or authorize the share; or

(B) Takes another action under ORS 60.270 (Definitions for ORS 60.270 to 60.291) to 60.291 (Judicial review of corporate action) to ratify or validate a creation, designation or authorization of the share.

(b) The effective date of a putative share that becomes a valid share in accordance with paragraph (a) of this subsection is the date on which the corporation originally or purportedly issued the putative share. [2019 c.325 §3]

Source: Section 60.273 — Defective corporate action; ratification or validation; effective date , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.151 — OR Code / Title 7 / Chapter 65 / Section 65.151
65.151 Member’s liability to third parties
Status: in_force

A member of a corporation is not personally liable for the acts, debts, liabilities or obligations of the corporation merely by reason of being a member. [1989 c.1010 §44]

Source: Section 65.151 — Member’s liability to third parties , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.467 — OR Code / Title 7 / Chapter 60 / Section 60.467
60.467 Bylaw increasing quorum or voting requirement for directors
Status: repealed

(1) A bylaw provision that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:

(a) If the provision was originally adopted by the shareholders, only by the shareholders; or

(b) If the provision was originally adopted by the board of directors, either by the shareholders or by the board of directors.

(2) A bylaw provision adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors. [1987 c.52 §114; 1989 c.1040 §26]

CONVERSION, MERGER AND SHARE EXCHANGE

Source: Section 60.467 — Bylaw increasing quorum or voting requirement for directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.587 — OR Code / Title 7 / Chapter 60 / Section 60.587
60.587 Procedure if shareholder dissatisfied with payment or offer
Status: in_force

(1) A dissenter may notify the corporation in writing of the dissenter’s own estimate of the fair value of the dissenter’s shares and amount of interest due, and demand payment of the dissenter’s estimate, less any payment under ORS 60.577 (Payment) or reject the corporation’s offer under ORS 60.584 (After-acquired shares) and demand payment of the dissenter’s estimate of the fair value of the dissenter’s shares and interest due, if:

(a) The dissenter believes that the amount paid under ORS 60.577 (Payment) or offered under ORS 60.584 (After-acquired shares) is less than the fair value of the dissenter’s shares or that the interest due is incorrectly calculated;

(b) The corporation fails to make payment under ORS 60.577 (Payment) within 60 days after the date set for demanding payment; or

(c) The corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set for demanding payment.

(2) A dissenter waives the right to demand payment under this section unless the dissenter notifies the corporation of the dissenter’s demand in writing under subsection (1) of this section within 30 days after the corporation made or offered payment for the dissenter’s shares. [1987 c.52 §135]

Source: Section 60.587 — Procedure if shareholder dissatisfied with payment or offer , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.014 — OR Code / Title 7 / Chapter 65 / Section 65.014
65.014 Correcting filed document
Status: in_force

(1) A domestic corporation or foreign corporation may correct a document filed by the Secretary of State other than an annual report, if the document:

(a) Contains an incorrect statement; or

(b) Was defectively executed, attested, sealed, verified or acknowledged.

(2) Errors in annual reports may be corrected as provided in ORS 65.787 (Annual report) .

(3) A domestic corporation or foreign corporation seeking to correct a document shall deliver the articles of correction to the Secretary of State for filing. The articles of correction must include the following:

(a) A description of the incorrect document, including the filing date or a copy of the document;

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

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

(4) Articles of correction are effective on the effective date of the document the articles correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed by the Secretary of State.

(5) An incorrect document with a delayed effective date may also be corrected by withdrawal and new filing pursuant to the provisions of ORS 56.080 (Withdrawal of certificates issued and filings accepted) . [1989 c.1010 §7; 2019 c.174 §9]

Source: Section 65.014 — Correcting filed document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.074 — OR Code / Title 7 / Chapter 65 / Section 65.074
65.074 Purposes
Status: in_force

(1) Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. A person may not incorporate a corporation under this chapter for any illegal purpose or with an intent to fraudulently conceal any business activity from another person or a governmental agency.

(2) A corporation that is subject to regulation under another statute of the state may not be incorporated under this chapter if the corporation must be organized under the other statute. [1989 c.1010 §28; 2019 c.174 §22]

Source: Section 65.074 — Purposes , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.344 — OR Code / Title 7 / Chapter 60 / Section 60.344
60.344 Notice of meeting
Status: in_force

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

(2) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days’ notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. [1987 c.52 §81]

Source: Section 60.344 — Notice of meeting , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 58.379 — OR Code / Title 7 / Chapter 58 / Section 58.379
58.379 Powers of professional corporation organized to practice medicine
Status: in_force

A professional corporation organized for the purpose of practicing medicine has the powers enumerated in ORS 60.077 (General powers) and 60.081 (Emergency powers) , except as provided otherwise by the Oregon Medical Board. [1997 c.774 §19]

Source: Section 58.379 — Powers of professional corporation organized to practice medicine , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 70.185 — OR Code / Title 7 / Chapter 70 / Section 70.185
70.185 Rights, restrictions and liabilities of general partner
Status: in_force

(1) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.

(2) Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners.

(3) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners. [1985 c.677 §25]

Source: Section 70.185 — Rights, restrictions and liabilities of general partner , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 63.170 — OR Code / Title 7 / Chapter 63 / Section 63.170
63.170 Liability of limited liability company for acts, omissions or conduct of member or manager
Status: in_force

A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a member or manager acting in the ordinary course of the business of the limited liability company or with authority of the limited liability company. [1999 c.86 §7]

Source: Section 63.170 — Liability of limited liability company for acts, omissions or conduct of member or manager , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 70.290 — OR Code / Title 7 / Chapter 70 / Section 70.290
70.290 Assignability of partnership interest
Status: in_force

Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all the partner’s partnership interest. [1985 c.677 §41]

Source: Section 70.290 — Assignability of partnership interest , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 70.085 — OR Code / Title 7 / Chapter 70 / Section 70.085
70.085 Cancellation of certificate
Status: in_force

A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be submitted for filing to the Office of Secretary of State and shall set forth the following:

(1) The name of the limited partnership.

(2) The reason for filing the certificate of cancellation.

(3) The effective date of cancellation, which shall be a date certain, if the cancellation is not to be effective upon the submission of the certificate.

(4) Any other information the general partners submitting the certificate for filing decide to include in the certificate. [1985 c.677 §11]

Source: Section 70.085 — Cancellation of certificate , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 70.100 — OR Code / Title 7 / Chapter 70 / Section 70.100
70.100 Filing with Office of Secretary of State
Status: in_force

(1) One original of the certificate of limited partnership, of any certificates of amendment or cancellation or of any judgment or judicial order of amendment or cancellation, shall be submitted for filing to the Office of Secretary of State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of such authority as a prerequisite to filing. Unless the Secretary of State finds that any certificate does not conform to the filing requirements of this chapter, upon receipt of all filing fees required by law, the Secretary of State shall file the certificate, judgment or judicial order and return an acknowledgment of filing to the sender.

(2) Upon the filing of a certificate of amendment or judgment or judicial order of amendment by the Secretary of State, the certificate of limited partnership shall be amended as set forth therein.

(3) A certificate of limited partnership is canceled on the date that a certificate of cancellation or the judgment or judicial order of cancellation is filed by the Secretary of State unless the certificate, judgment or judicial order specifies another effective date. [1985 c.677 §14; 1987 c.543 §12; 1999 c.486 §14]

Source: Section 70.100 — Filing with Office of Secretary of State , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 63.644 — OR Code / Title 7 / Chapter 63 / Section 63.644
63.644 Unknown claims against dissolved limited liability company
Status: in_force

(1) A dissolved limited liability company that has filed articles of dissolution in accordance with ORS 63.631 (Articles of dissolution) may publish notice of the limited liability company’s dissolution and request that persons with claims against the limited liability company present the claims in accordance with the notice.

(2) The notice must:

(a) Be published one time in a newspaper of general circulation in the county where the dissolved limited liability company’s principal office is located or, if the principal office is not in this state, where the dissolved limited liability company’s registered office is or was last located;

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

(c) State that, except as provided in subsection (4) of this section, a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.

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

(a) A claimant who did not receive written notice under ORS 63.641 (Known claims against dissolved limited liability company) ;

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

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

(4) Intentionally left blank —Ed.

(a) A claim against a dissolved limited liability company that may be satisfied, in whole or in part, by insurance assets held by, on behalf of or for the benefit of the dissolved limited liability company, including any rights, benefits or proceeds arising or derived from the insurance assets, is not subject to the time limitation set forth in subsection (3) of this section, but is subject to other applicable statutes of limitation. A claimant that brings a claim after the time limitation set forth in subsection (3) of this section may not recover from the dissolved limited liability company more than the rights, benefits or proceeds available from the insurance assets.

(b) Notwithstanding ORS 63.121 (Service on limited liability company) , a claimant may serve a summons or other process upon a dissolved limited liability company for a claim described in paragraph (a) of this subsection by delivering the summons or process to a manager or officer of the dissolved limited liability company, to a person that has charge of the dissolved limited liability company’s assets or, if the claimant cannot locate the manager, officer or person, to any agent who was authorized to accept service of process immediately before the limited liability company dissolved.

(c) If a claimant states in an affidavit to a circuit court of this state that the claimant cannot after due diligence locate any of the persons described in paragraph (b) of this subsection, the court may provide in an order that the claimant may serve process upon the dissolved limited liability company by personally delivering the service, together with a copy of the court’s order, to the office of the Secretary of State. Service delivered as provided in this paragraph is complete on the 10th day after the delivery. [1993 c.173 §57; 2021 c.221 §3; 2023 c.9 §2]

Source: Section 63.644 — Unknown claims against dissolved limited liability company; use of insurance assets of dissolved company , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 67.033 — OR Code / Title 7 / Chapter 67 / Section 67.033
67.033 Powers
Status: in_force

The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter. [Formerly 67.570]

Source: Section 67.033 — Powers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 58.440 — OR Code / Title 7 / Chapter 58 / Section 58.440
58.440 Forms
Status: in_force

Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed by this chapter. The Secretary of State may by rule require the use of the forms. [1987 c.94 §5; 1995 c.215 §5]

Source: Section 58.440 — Forms; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 62.065 — OR Code / Title 7 / Chapter 62 / Section 62.065
62.065 Certificate of existence
Status: in_force

(1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a cooperative.

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

(a) The cooperative’s corporate name is registered in this state;

(b) The cooperative is duly incorporated under the law of 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 cooperative;

(d) An annual report required by ORS 62.455 (Annual report) has been filed by the Secretary of State within the preceding 14 months; and

(e) Articles of dissolution have not been filed by the Secretary of State.

(3) A person may apply to the Secretary of State to issue a certificate covering any fact of record.

(4) 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 domestic or foreign cooperative is in existence or is authorized to transact business in the state. [1987 c.94 §77; 1995 c.195 §37]

Source: Section 62.065 — Certificate of existence , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 59.035 — OR Code / Title 7 / Chapter 59 / Section 59.035
59.035 Transactions exempt from registration
Status: in_force

The following transactions are exempt from ORS 59.049 (Federal covered securities exempt from registration) and 59.055 (Conditions of offer and sale of securities) if they are not part of an attempt to evade fraudulently any provision of the Oregon Securities Law:

(1) Any transaction by a sheriff, marshal or court appointed fiduciary.

(2) An isolated nonissuer transaction in this state, whether effected through a broker-dealer or not.

(3) Any transaction by an issuer in its securities pursuant to a pro rata offering to its existing security holders, if:

(a) No commission or remuneration, other than a standby fee, is paid or given directly or indirectly in connection with the transaction; and

(b) The issuer has not had an effective registration under the Oregon Securities Law nor has used this exemption within one year prior to the date of the offering or sale.

(4) Any offer, sale, transfer or delivery of securities to a bank, savings institution, trust company, insurance company, investment company, pension or profit-sharing trust, or other financial institution or institutional buyer (including but not limited to the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal Housing Administration, the United States Department of Veterans Affairs and the Government National Mortgage Association), or to a broker-dealer, mortgage broker or mortgage banker, whether the purchaser is acting for itself or in a fiduciary capacity when the purchaser has discretionary authority to make investment decisions.

(5) Any transaction by an offeror with an accredited investor as defined in section 2 (15)(i) or (ii) of the Securities Act of 1933, as amended, or rules of the Director of the Department of Consumer and Business Services, but only if there is no public advertising or general solicitation in connection with the transaction.

(6) The issue and delivery of any security in exchange for any other security of the same issuer pursuant to a right of conversion entitling the holder of the security surrendered in exchange to make the conversion without the payment of additional consideration, if the security surrendered was, when issued, convertible and registered or exempt from registration.

(7) Any transaction in a vendor’s interest in a land sale contract, or a bond or note secured by a mortgage or trust deed upon real estate, so long as the entire vendor’s interest or mortgage or trust deed, with all the bonds or notes secured thereby, are sold to a single purchaser, in a single sale.

(8) Agency or principal sales by licensed broker-dealers, executed upon customers’ orders on any exchange or on the over-the-counter market, but not the solicitation of such orders, where there is no intent to avoid the provisions of the Oregon Securities Law and a public offering is not involved. Such broker-dealers shall keep and maintain, for two years from the date of the order, a record of all the sales executed upon customers’ orders, giving the name and address of each customer, the name and identity of the security involved, the dates of the sales, the price paid or received for the security, and the commission or other expenses charged to the customer.

(9) The offer or sale by a licensed broker-dealer of any security acquired in the ordinary and usual course of business, when such security is a part of an issue which has been registered in whole or in part, if the offer or sale is made in good faith and not directly or indirectly for the benefit of the issuer or for the promotion of any scheme or enterprise effecting a violation or an evasion of any provisions of the Oregon Securities Law, unless:

(a) The registration has been revoked or suspended; or

(b) The continued sale of the security has been enjoined.

(10) The offer or sale by licensed broker-dealer, acting either as principal or agent, of securities theretofore sold and distributed to the public, if the sale meets the requirements of paragraphs (a), (b) and (c) or (a), (b) and (d) of this subsection:

(a) Such securities are sold at prices reasonably related to the current market price thereof at the time of sale, and, if such licensed broker-dealer is acting as agent, the commission collected by such licensed broker-dealer on account of the sale thereof is not in excess of usual and customary commissions collected with respect to securities and transactions having comparable characteristics;

(b) Such securities do not constitute an unsold allotment to or subscription by such broker-dealer as a participant in the distribution of such securities by the issuer or by or through an underwriter;

(c) The issuer is listed in any recognized securities manual approved by rule by the director, and the listing contains the names of the issuer’s officers and directors, a balance sheet of the issuer as of a date not more than 18 months prior to the date of such sale, and a profit and loss statement for either the fiscal year preceding the date of the balance sheet or the most recent year of operations; and

(d) The securities are authorized for quotation on a nationwide automated quotations system approved by rule or order of the director.

(11) An offer, but not the sale, of a security meeting either of the following descriptions:

(a) A security for which registration statements have been filed under both the Oregon Securities Law and the Securities Act of 1933, as amended, if no stop or refusal order or order under ORS 59.105 (Denial, suspension or revocation of registration) is in effect and no public proceeding or examination looking toward such an order is pending. However, an offer for such a security may not be accepted until the securities have been registered as provided in the Oregon Securities Law.

(b) A security for which a registration statement has been filed under the Oregon Securities Law and the offer is allowed by the director. However, an offer for such a security may not be accepted until the securities have been registered as provided in the Oregon Securities Law.

(12) Intentionally left blank —Ed.

(a) Any transactions in securities by an offeror within or without this state that meet all of the requirements of subparagraph (A) or (B) of this paragraph and all of the requirements of subparagraphs (C), (D) and (E) of this paragraph:

(A) When the offeror is an issuer, the transactions result in not more than 10 purchasers within this state of securities of the issuer during any 12 consecutive months.

(B) When the offeror is a nonissuer the securities must have been bought and held for at least 12 consecutive months and the transactions result in not more than 10 purchasers within this state of securities from the nonissuer during any 12 consecutive months.

(C) No commission or other remuneration is paid or given directly or indirectly in connection with the offer or sale of the securities.

(D) No public advertising or general solicitation is used in connection with any transaction under this exemption.

(E) At the time of any transaction under this exemption the offeror does not have under the Oregon Securities Law an application for registration or an effective registration of securities which are part of the same offering.

(b) In connection with transactions under paragraph (a) of this subsection:

(A) Purchasers of securities of the offeror registered under ORS 59.065 (Registration procedures) , exempt under ORS 59.025 (Securities exempt from registration) , exempt under any other subsection of this section, or for which a notice has been filed under ORS 59.049 (Federal covered securities exempt from registration) , are not counted as purchasers under this exemption.

(B) Repeat transactions with persons who are counted as purchasers within Oregon under paragraph (a) of this subsection do not increase the number of purchasers. However, a purchaser remains a purchaser for 12 months following the month of the last sale to that purchaser.

(C) No limitations are placed on the number of transactions or purchasers without this state. No limitations are placed on the number of offers under this exemption.

(13) A transaction with security holders, pursuant to a statutory vote by such security holders on a merger, consolidation, partial or complete liquidation, reclassification of securities, plan of exchange or sale of assets, in consideration of the issuance of securities of another issuer.

(14) Capital stock issued by a professional corporation organized under ORS chapter 58.

(15) Any other transaction exempted by rule of the director. [1967 c.537 §5; 1971 c.624 §2; 1973 c.823 §§91,156; 1985 c.349 §3; 1987 c.603 §2; 1989 c.197 §3; 1991 c.67 §11; 1997 c.772 §3; 2001 c.32 §1]

Source: Section 59.035 — Transactions exempt from registration , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.301 — OR Code / Title 7 / Chapter 60 / Section 60.301
60.301 Requirement for and duties of board of directors
Status: in_force

(1) Each corporation shall have a board of directors.

(2) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized by ORS 60.265 (Validity of shareholder agreements inconsistent with chapter) . [1987 c.52 §68; 1993 c.403 §4]

Source: Section 60.301 — Requirement for and duties of board of directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.374 — OR Code / Title 7 / Chapter 65 / Section 65.374
65.374 Duties and authority of officers
Status: in_force

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers. [1989 c.1010 §94]

Source: Section 65.374 — Duties and authority of officers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.815 — OR Code / Title 7 / Chapter 62 / Section 62.815
62.815 Prohibited actions
Status: in_force

(1) As used in this section, “business entity” has the meaning given that term in ORS 62.605 (Definitions for ORS 62.605 to 62.623) .

(2) A manufactured dwelling park nonprofit cooperative may not:

(a) Issue stock in the cooperative.

(b) Apportion, distribute or pay net proceeds or savings to members.

(c) Make payments in redemption or refund of capital credits or retains to an heir of a member.

(d) Merge with a business entity other than another manufactured dwelling park nonprofit cooperative.

(e) Convert to another type of business entity. [2007 c.607 §7; 2009 c.609 §7]

Source: Section 62.815 — Prohibited actions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 67.050 — OR Code / Title 7 / Chapter 67 / Section 67.050
67.050 Partnership as entity
Status: in_force

(1) A partnership is an entity distinct from its partners.

(2) A limited liability partnership continues to be the same entity that existed before the filing of a registration under ORS 67.603 (Application for registration) and remains the same entity if its registration ceases. [1997 c.775 §6]

Source: Section 67.050 — Partnership as entity , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 62.225 — OR Code / Title 7 / Chapter 62 / Section 62.225
62.225 Dividends on capital stock
Status: in_force

A cooperative organized with capital stock may pay a dividend upon capital stock as is authorized by its articles. A payment under this section shall not be made if the result of the payment would be to bring the value of the cooperative’s remaining assets below the aggregate of the cooperative’s indebtedness. [1957 c.716 §18; 1995 c.195 §5]

Source: Section 62.225 — Dividends on capital stock , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 63.701 — OR Code / Title 7 / Chapter 63 / Section 63.701
63.701 Authority to transact business required
Status: in_force

(1) A foreign limited liability company may not transact business in this state until it has been authorized to do so by the Secretary of State.

(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section:

(a) Maintaining, defending or settling any proceeding.

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

(c) Maintaining bank accounts.

(d) Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company’s own securities or maintaining trustees or depositories with respect to those securities.

(e) Selling through independent contractors.

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

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

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

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

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

(k) Transacting business in interstate commerce.

(3) The list of activities in subsection (2) of this section is not exhaustive. [1993 c.173 §75]

Source: Section 63.701 — Authority to transact business required , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 70.195 — OR Code / Title 7 / Chapter 70 / Section 70.195
70.195 Voting rights
Status: in_force

The partnership agreement may grant to all or certain identified general partners the right to vote, separately or with all or any class of the limited partners, on any matter. The right to vote may be granted on a per capita or any other basis. [1985 c.677 §27]

Source: Section 70.195 — Voting rights , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 62.300 — OR Code / Title 7 / Chapter 62 / Section 62.300
62.300 Compensation and benefits to directors, officers and employees
Status: in_force

(1) Unless the bylaws provide otherwise, only the members of the cooperative may establish compensation or other benefits for a director, not available generally to officers and employees, for services as a director.

(2) Unless the bylaws provide otherwise, no director shall hold during the term as director any position in the cooperative on regular salary.

(3) Unless the bylaws provide otherwise, the board may provide, for prior or future services of any officer or employee, reasonable compensation, pension or other benefits to such officer or employee and pension or other benefits to a member of the family of the officer or employee or beneficiaries of the officer or employee. No officer or employee who is a director may take part in any vote on the compensation of the officer or employee for services rendered or to be rendered the cooperative. [1957 c.716 §27]

Source: Section 62.300 — Compensation and benefits to directors, officers and employees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.384 — OR Code / Title 7 / Chapter 60 / Section 60.384
60.384 Contract right 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. [1987 c.52 §93]

Source: Section 60.384 — Contract right of officers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.786 — OR Code / Title 7 / Chapter 62 / Section 62.786
62.786 Internal capital account cooperative
Status: in_force

(1) An internal capital account cooperative is an employee cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in which no persons other than members own capital shares. In an internal capital account cooperative, each member shall have one and only one vote in any matter requiring voting by shareholders.

(2) An internal capital account cooperative shall credit the paid-in membership fee and additional paid-in capital of a member to the member’s internal capital account, and shall also record the apportionment of retained net earnings or net losses to the members in accordance with patronage by appropriately crediting or debiting the internal capital accounts of members. The collective reserve account in an internal capital account cooperative shall reflect any paid-in capital, net losses and retained net earnings not allocated to individual members.

(3) In an internal capital account cooperative, the balances in all the individual internal capital accounts and collective reserve account, if any, shall be adjusted at the end of each accounting period so that the sum of the balances is equal to the net book value of the employee cooperative. [1987 c.677 §20]

Source: Section 62.786 — Internal capital account cooperative , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 59.560 — OR Code / Title 7 / Chapter 59 / Section 59.560
59.560 Effect of registration in beneficiary form
Status: in_force

The designation of a TOD beneficiary on a registration in beneficiary form has no effect on ownership until the owner’s death. A registration of a security in beneficiary form may be canceled or changed at any time by the sole owner or all then surviving owners without the consent of the beneficiary. [1991 c.306 §6]

Source: Section 59.560 — Effect of registration in beneficiary form , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 59.730 — OR Code / Title 7 / Chapter 59 / Section 59.730
59.730 Making contract involving securities without intending a bona fide sale or purchase
Status: in_force

No person, whether acting in the person’s own right, or as the officer, agent, servant, correspondent or representative of another, shall, as broker make or offer to make, assist in making or offering to make, perform or take part in any contract respecting the purchase or sale, either upon credit or margin, of any securities or commodities more than once, and in course of continuing or repeated transactions:

(1) Intending that the contract shall be terminated, closed or settled according to, or upon the basis of the public market quotations of or prices made on any board of trade or exchange or market which deals in such commodities or securities, and without intending a bona fide purchase or sale of the same; or

(2) Intending that the contract shall be deemed terminated, closed and settled when the market quotations or prices mentioned in subsection (1) of this section for the securities or commodities named in the contract reach a certain figure, without intending a bona fide purchase or sale of the same; or

(3) Not intending the actual bona fide receipt or delivery of such securities or commodities, but intending a settlement of the contract based upon the difference in the public market quotations or prices, mentioned in subsection (1) of this section, at which the securities or commodities are, or are asserted to be, bought or sold. The prosecution, conviction and punishment of a corporation for violation of this section shall not be deemed to be a prosecution, conviction or punishment of any of its officers, directors or stockholders.

Source: Section 59.730 — Making contract involving securities without intending a bona fide sale or purchase , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 65.117 — OR Code / Title 7 / Chapter 65 / Section 65.117
65.117 Resignation of registered agent
Status: in_force

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

(2) Upon delivery of the signed statement, the Secretary of State shall file the resignation statement. The copy of the statement given to the corporation under subsection (1) of this section must be addressed to the corporation at the corporation’s principal office as shown in the most recent annual report filed pursuant to ORS 65.787 (Annual report) or, if the annual report does not show the address, the address specified in the articles of incorporation.

(3) The agency appointment is terminated, and the registered office discontinued if so provided, on the 31st day after the date on which the statement was filed by the Secretary of State, unless the corporation shall sooner appoint a successor registered agent as provided in ORS 65.114 (Change of registered office or registered agent) thereby terminating the capacity of the prior agent. [1989 c.1010 §37; 1993 c.190 §5; 2019 c.174 §27]

Source: Section 65.117 — Resignation of registered agent , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.207 — OR Code / Title 7 / Chapter 65 / Section 65.207
65.207 Court-ordered meeting
Status: in_force

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

(a) On application of any member or other person entitled to participate in an annual or regular meeting or, if the corporation is a public benefit corporation, the Attorney General, if the corporation did not hold an annual meeting within the earlier of six months after the end of the corporation’s fiscal year or 15 months after the corporation’s last annual meeting;

(b) On application of any member or other person entitled to participate in a regular meeting or, if the corporation is a public benefit corporation, the Attorney General, if a regular meeting is not held within 40 days after the date the regular meeting was required to be held;

(c) On application of a member who signed a demand for a special meeting valid under ORS 65.204 (Special meeting) , a person or persons entitled to call a special meeting or, if the corporation is a public benefit corporation, the Attorney General, if notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation’s secretary or the special meeting was not held in accordance with the notice; or

(d) In accordance with ORS 65.281 (Judicial review of corporate action) for the purpose of approving a ratification of a defective corporate action, as defined in ORS 65.260 (Definitions for ORS 65.260 to 65.281) .

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

(3) Intentionally left blank —Ed.

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

(b) The court may not award attorney fees to the state or a political subdivision of the state if the state or political subdivision prevails in an action under this section.

(4) The request must be set for hearing at the earliest possible time and must take precedence over all matters, except matters of the same character and hearings on preliminary injunctions under ORCP 79 B(3). A court may not issue an order under this section without notice to the corporation at least five days in advance of the time specified for the hearing unless the court fixes a different period in the order. [1989 c.1010 §54; 1995 c.696 §14; 2019 c.174 §39; 2019 c.325 §24a]

Source: Section 65.207 — Court-ordered meeting; attorney fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.055 — OR Code / Title 7 / Chapter 67 / Section 67.055
67.055 Creation of partnership
Status: in_force

(1) Except as otherwise provided in subsection (3) of this section, the association of two or more persons to carry on as co-owners a business for profit creates a partnership, whether or not the persons intend to create a partnership.

(2) A partnership may be created under this chapter, a predecessor statute or a comparable law of another jurisdiction.

(3) An association or entity created under a law other than the laws described in subsection (2) of this section is not a partnership.

(4) In determining whether a partnership is created, the following rules apply:

(a) Factors indicating that persons have created a partnership include:

(A) Their receipt of or right to receive a share of profits of the business;

(B) Their expression of an intent to be partners in the business;

(C) Their participation or right to participate in control of the business;

(D) Their sharing or agreeing to share losses of the business or liability for claims by third parties against the business; and

(E) Their contributing or agreeing to contribute money or property to the business.

(b) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself create a partnership, even if the co-owners share profits made by the use of the property.

(c) The sharing of gross returns does not by itself create a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.

(d) It is a rebuttable presumption that a person who receives a share of the profits of a business is a partner in the business, unless the profits were received in payment of:

(A) A debt by installments or otherwise;

(B) Wages or other compensation to an employee or independent contractor;

(C) Rent;

(D) Amounts owing to a former partner, a beneficiary, representative or designee of a deceased partner or a partner with a disability, or a transferee of a partnership interest;

(E) Interest or other charge on a loan, whether or not the amount of payment varies with the profits of the business, and whether or not the loan agreement or instrument includes a direct or indirect present or future ownership interest in collateral or rights to income, proceeds or increase in value derived from collateral; or

(F) Consideration for the sale of a business, including goodwill, or other property by installments or otherwise.

(e) An agreement to share losses by the owners of a business is not necessary to create a partnership. [1997 c.775 §7; 2007 c.70 §16]

Source: Section 67.055 — Creation of partnership , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 63.727 — OR Code / Title 7 / Chapter 63 / Section 63.727
63.727 Resignation of registered agent of a foreign limited liability company
Status: in_force

(1) The registered agent of a foreign limited liability company 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 limited liability company. 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 limited liability company under subsection (1) of this section shall be addressed to the foreign limited liability company at its mailing address or its principal office as shown by the records 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 limited liability company has previously appointed a successor registered agent, as provided in ORS 63.724 (Change of registered office or registered agent of foreign limited liability company) , thereby terminating the capacity of such agent. [1993 c.173 §83; 1993 c.173 §107]

Source: Section 63.727 — Resignation of registered agent of a foreign limited liability company , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.461 — OR Code / Title 7 / Chapter 65 / Section 65.461
65.461 Amendment by directors
Status: in_force

A corporation that does not have members with the power to vote on bylaws shall amend the corporation’s bylaws only as provided in this section. 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 bylaws subject to any approval required under ORS 65.467 (Approval by third persons) . The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. 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 bylaws and must contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. [1989 c.1010 §115; 2019 c.174 §79]

Source: Section 65.461 — Amendment by directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.959 — OR Code / Title 7 / Chapter 65 / Section 65.959
65.959 Application to corporations relating to condominiums, planned communities or timeshare estates
Status: in_force

For a corporation organized under this chapter and formed pursuant to ORS chapter 100 or subject to regulation under all or part of the provisions of ORS 94.550 (Definitions for ORS 94.550 to 94.783) to 94.783 (When certain administrative provisions apply) or under ORS 94.803 (Definitions for ORS 94.803 and 94.807 to 94.945) and 94.807 (Application) to 94.945 (Advertising regulation) :

(1) A provision of this chapter that may be avoided by a corporation by a provision in the corporation’s articles of incorporation, bylaws or otherwise also may be avoided by a provision in the declaration, bylaws or other recorded governing document of a planned community or a condominium.

(2) In the event of a conflict between the provisions of this chapter and:

(a) The declaration and bylaws of a condominium and the provisions of ORS chapter 100, the declaration and bylaws and the provisions of ORS chapter 100 control.

(b) The declaration, bylaws and other recorded governing documents of a planned community and the provisions of ORS 94.550 (Definitions for ORS 94.550 to 94.783) to 94.783 (When certain administrative provisions apply) , the declaration, bylaws and other governing documents and the provisions of ORS 94.550 (Definitions for ORS 94.550 to 94.783) to 94.783 (When certain administrative provisions apply) control.

(c) The recorded timeshare instrument of a timeshare plan and the provisions of ORS 94.803 (Definitions for ORS 94.803 and 94.807 to 94.945) and 94.807 (Application) to 94.945 (Advertising regulation) , the recorded timeshare instrument and the provisions of ORS 94.803 (Definitions for ORS 94.803 and 94.807 to 94.945) and 94.807 (Application) to 94.945 (Advertising regulation) control. [2003 c.569 §46]

Source: Section 65.959 — Application to corporations relating to condominiums, planned communities or timeshare estates , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 56.035 — OR Code / Title 7 / Chapter 56 / Section 56.035
56.035 Documents filed with Secretary of State
Status: in_force

(1) If a document is required by law to be verified before being submitted for filing with the Secretary of State, the document must include or be accompanied by a written declaration that the person who executes the document prepares under penalties of perjury to the effect that the person has examined the document and to the best of the person’s knowledge and belief the document is true, correct and complete. An acknowledgment before a notary public or other officer is not required.

(2) The Secretary of State, before filing a document that a person submits for filing, may verify that the principal office address, the registered office address, the records office address described in ORS 70.020 (Office in state) or the principal address described in ORS 648.010 (Registration of assumed business name) for an entity that has an assumed business name as listed in the document is a physical street address and not a commercial mail receiving agency, a mail forwarding business or a virtual office. [1971 c.200 §2; 2013 c.158 §17; 2017 c.705 §7]

Source: Section 56.035 — Documents filed with Secretary of State; verification , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 62.783 — OR Code / Title 7 / Chapter 62 / Section 62.783
62.783 Internal capital accounts
Status: in_force

(1) Intentionally left blank —Ed.

(a) Any employee cooperative may establish through its articles of incorporation or bylaws a system of internal capital accounts, to reflect the book value and to determine the redemption price of membership shares, capital shares and written notices of allocation.

(b) As used in this subsection, “written notice of allocation” means a written instrument which discloses to a member the stated dollar amount of such member’s patronage allocation and the terms for payment of that amount by the employee cooperative.

(2) The articles of incorporation or bylaws of an employee cooperative may permit the periodic redemption of written notices of allocation and capital shares, and must provide for recall and redemption of the membership share upon termination of membership in the cooperative. No redemption shall be made if such redemption would result in the liability of any director or officer of the employee cooperative.

(3) The articles of incorporation or bylaws may provide for the employee cooperative to pay or credit interest on the balance in each member’s internal capital account.

(4) The articles of incorporation or bylaws may authorize assignment of a portion of retained net earnings and net losses to a collective reserve account. Earnings assigned to the collective reserve account may be used for any and all corporate purposes as determined by the board of directors. [1987 c.677 §19]

Source: Section 62.783 — Internal capital accounts; redemption of shares; collective reserve account , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.061 — OR Code / Title 7 / Chapter 60 / Section 60.061
60.061 Bylaws
Status: in_force

(1) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.

(2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation. [1987 c.52 §20]

Source: Section 60.061 — Bylaws , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.244 — OR Code / Title 7 / Chapter 65 / Section 65.244
65.244 Voting requirements
Status: in_force

(1) Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of a majority of the votes represented and voting is the act of the members.

(2) An amendment to the articles of incorporation or bylaws to add to, change or delete the vote required for any action of the members must be approved by the members. [1989 c.1010 §63; 2019 c.174 §48]

Source: Section 65.244 — Voting requirements , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 59.830 — OR Code / Title 7 / Chapter 59 / Section 59.830
59.830 Self-incrimination by witness
Status: in_force

No person shall be excused from attending and testifying, or producing any book, paper or other document before any court or magistrate, upon any trial, investigation or proceeding initiated by the district attorney, grand jury or court for a violation of any of the provisions of ORS 59.730 (Making contract involving securities without intending a bona fide sale or purchase) to 59.810 (Delivery to customer of true statement of purchase or sale made by broker) , upon the ground that the testimony or evidence, documentary or otherwise, required of the person may tend to convict the person of a crime or subject the person to a penalty or forfeiture. However, no person shall be prosecuted or subjected to any penalty or forfeiture for or on account of any transaction, matter or thing concerning which the person may so testify or produce evidence, documentary or otherwise, and no testimony so given or produced shall be received against the person in any criminal action, suit or proceeding, investigation, inquisition or inquiry.

Source: Section 59.830 — Self-incrimination by witness; immunity from prosecution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 62.251 — OR Code / Title 7 / Chapter 62 / Section 62.251
62.251 Notice to directors, members and shareholders
Status: in_force

(1) Notice under this chapter must be in writing unless the articles of incorporation or bylaws permit oral notice under specific circumstances. Notice by electronic transmission, other than oral notice delivered by electronic transmission, is in writing.

(2) Intentionally left blank —Ed.

(a) Notice in writing may be delivered by hand, by mail or by another delivery method. Oral notice may be delivered in person, by telephone or by electronic transmission.

(b) If delivery as described in paragraph (a) of this subsection is not practicable, notice may be communicated in a newspaper of general circulation in the county in which the registered office of the cooperative is located, or by radio, television or another form of broadcast communication.

(3) A cooperative shall give a notice required under this chapter to the cooperative’s directors, members and shareholders in writing. A cooperative’s or foreign cooperative’s notice to a director, member or shareholder is effective, if the notice is in a comprehensible form:

(a) Upon deposit in the United States mail, if the notice is mailed postpaid and is correctly addressed to the director’s, member’s or shareholder’s address, as shown in the cooperative’s current record of director, member and shareholder addresses; or

(b) When communicated to the director, member or shareholder by electronic transmission using a method that the director, member or shareholder authorizes in writing.

(4) Written notice to a cooperative, or foreign cooperative that is authorized to do business in this state under this chapter, may be addressed to the cooperative’s or foreign cooperative’s registered agent at the registered agent’s office or to an officer of the cooperative at the cooperative’s principal office or at the mailing address shown for the cooperative in the cooperative’s records.

(5) Unless the articles of incorporation or bylaws provide otherwise, written notice to a person other than a director, member or shareholder is effective:

(a) When received;

(b) Five days after deposit in the United States mail, as shown by the postmark on the notice, if the notice is mailed postpaid and correctly addressed; or

(c) On the date shown on a return receipt, if the notice is sent by registered or certified mail with return receipt requested and if the addressee or a representative of the addressee signs the return receipt.

(6) Oral notice is effective when communicated, if communicated in a comprehensible manner.

(7) Intentionally left blank —Ed.

(a) To the extent that a section of this chapter prescribes notice requirements for particular circumstances that differ from the requirements set forth in this section, the notice requirements for the particular circumstances control over the notice requirements set forth in this section.

(b) To the extent that the articles of incorporation or bylaws prescribe notice requirements that are consistent with this section, the notice requirements in the articles of incorporation or bylaws control over the notice requirements set forth in this section. [2015 c.113 §2]

Source: Section 62.251 — Notice to directors, members and shareholders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.057 — OR Code / Title 7 / Chapter 60 / Section 60.057
60.057 Organization of corporation
Status: in_force

(1) After incorporation, if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting.

(2) After incorporation, if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect directors and complete the organization of the corporation or to elect a board of directors who shall complete the organization of the corporation.

(3) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.

(4) An organizational meeting may be held in or out of this state. [1987 c.52 §19]

Source: Section 60.057 — Organization of corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 56.100 — OR Code / Title 7 / Chapter 56 / Section 56.100
56.100 Electronic materials not subject to public records law
Status: in_force

Except as the Secretary of State provides by rule, the following are not public records for the purposes of ORS 192.311 (Definitions for ORS 192.311 to 192.478) to 192.478 (Exemption for Judicial Department) :

(1) Electronic data processing programs of the office; and

(2) Electronic media used to record, process or store documents filed with the office under the business registry functions of the office. [1983 c.717 §2a; 1987 c.414 §61]

Source: Section 56.100 — Electronic materials not subject to public records law , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 59.485 — OR Code / Title 7 / Chapter 59 / Section 59.485
59.485 Required reporting by certain securities professionals of suspected financial exploitation
Status: in_force

(1) Except as provided in subsection (4) of this section, a qualified individual who has reasonable cause to believe that financial exploitation of a vulnerable person with whom the qualified individual comes into contact has occurred, has been attempted or is being attempted shall, as soon as is practicable, notify the Department of Consumer and Business Services, either orally or in writing.

(2) A notification made under subsection (1) of this section must include the following information, if known:

(a) The identity and address of the vulnerable person;

(b) The identity of all persons that the qualified individual believes are responsible for the suspected or attempted financial exploitation; and

(c) The nature and extent of the suspected or attempted financial exploitation.

(3) Upon receipt of a notification under subsection (1) of this section, the department shall:

(a) Immediately forward the notification to the Department of Human Services;

(b) If it reasonably appears that a violation of the Oregon Securities Law or rules adopted thereunder has occurred or is occurring, promptly investigate the suspected or attempted financial exploitation; and

(c) If it reasonably appears that a crime has been committed or attempted, promptly notify a law enforcement agency.

(4) Subsection (1) of this section does not apply to a qualified individual who is employed by a financial institution or trust company. [2017 c.514 §3]

Source: Section 59.485 — Required reporting by certain securities professionals of suspected financial exploitation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 65.439 — OR Code / Title 7 / Chapter 65 / Section 65.439
65.439 Amendment of articles of incorporation of public benefit corporation
Status: in_force

If a public benefit corporation has not conducted a meeting of the members and if members have not actively participated in the public benefit corporation’s affairs for three years or more, the public benefit corporation’s board of directors may act in accordance with ORS 65.434 (Amendment by directors) to amend the articles of incorporation to state that the public benefit corporation does not have members if:

(1) The board first notifies any known members and posts a notice on the public benefit corporation’s website or otherwise gives comparable notice to the public of the proposed amendment to the articles of incorporation; and

(2) The board does not receive an objection from any member within 30 days after the date of the notice. [2019 c.174 §6]

Source: Section 65.439 — Amendment of articles of incorporation of public benefit corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.114 — OR Code / Title 7 / Chapter 60 / Section 60.114
60.114 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:

(a) Lists the name of the corporation;

(b) Specifies the address, including the street name and number, of the new registered office, if the corporation intends to change the registered office;

(c) Specifies the name of the new registered agent and states that the new agent has consented to the appointment, if the corporation intends to change the registered agent; and

(d) States that after the change or changes are made the street addresses of the registered office and the business office of the registered agent will be identical.

(2) If a registered agent changes the street address of the agent’s business office, the registered agent shall change the street address of the registered office of the corporation for which the agent is the registered agent by delivering:

(a) A signed written notice of the change to the corporation; and

(b) A signed statement to the Secretary of State that complies with the requirements of subsection (1) of this section and recites that the corporation has been notified of the change.

(3) The Secretary of State’s filing of the statement 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. [1987 c.52 §30; 2017 c.55 §6]

Source: Section 60.114 — Change of registered office or registered agent , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 70.990 — OR Code / Title 7 / Chapter 70 / Section 70.990
70.990 Penalty for signing false document
Status: in_force

(1) A person commits the crime of signing a false document for filing if the person:

(a) Knows the document is false in any material respect; and

(b) Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this chapter.

(2) Signing a false document for filing is a Class A misdemeanor. [2013 c.158 §10]

Source: Section 70.990 — Penalty for signing false document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 67.005 — OR Code / Title 7 / Chapter 67 / Section 67.005
67.005 Definitions
Status: in_force

As used in this chapter:

(1) “Business” includes every trade, occupation, profession and commercial activity.

(2) “Debtor in bankruptcy” means a person who is the subject of:

(a) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or

(b) A comparable order under federal, state or foreign law governing insolvency.

(3) “Dissociated partner” means a partner with respect to whom an event specified in ORS 67.220 (Events causing partner’s dissociation) has occurred.

(4) “Distribution” means a transfer of money or other property from a partnership to a partner in the partner’s capacity as a partner or to the partner’s transferee.

(5) “Foreign limited liability partnership” means a partnership that:

(a) Is formed under laws other than the law of this state; and

(b) Has the status of a limited liability partnership under those laws.

(6) “Limited liability partnership” means a partnership that has registered under ORS 67.603 (Application for registration) , and has not registered or qualified in any other jurisdiction other than as a foreign limited liability partnership.

(7) “Partnership” means an association of two or more persons to carry on as co-owners a business for profit created under ORS 67.055 (Creation of partnership) , predecessor law, or comparable law of another jurisdiction. A partnership includes a limited liability partnership.

(8) “Partnership agreement” means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement.

(9) “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

(10) “Partnership interest” or “partner’s interest in the partnership” means all of a partner’s interests in the partnership, including the partner’s transferable interest and all management and other rights.

(11) “Person” means an individual, corporation, business trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, instrumentality or any other legal or commercial entity.

(12) “Professional” means:

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

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

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

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

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

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

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

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

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

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

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

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

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

(13) “Professional service” means the service rendered by a professional.

(14) “Property” means all property, real, personal or mixed, tangible or intangible, or any interest therein.

(15) “State” means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States.

(16) “Transfer” includes an assignment, conveyance, lease, mortgage, deed, encumbrance, creation of a security interest and any other disposition.

(17) “Transferable interest of a partner in the partnership” means the partner’s share of the profits and losses of the partnership and the partner’s right to receive distributions. [1997 c.775 §1; 2003 c.14 §25; 2009 c.294 §8; 2009 c.833 §28; 2013 c.129 §22; 2013 c.196 §18]

Source: Section 67.005 — Definitions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 62.619 — OR Code / Title 7 / Chapter 62 / Section 62.619
62.619 Action on plan of merger
Status: in_force

(1) A plan of merger shall be approved by each business entity that is a party to the merger, as follows:

(a) In the case of a cooperative, the board shall by resolution approve the plan and direct that the plan be submitted to a vote at an annual or a special meeting of members. Written notice shall be given to each member in the manner provided in this chapter for meetings of members, and approval of the plan shall be by affirmative vote of a majority of the member votes cast thereon. The articles may permit shareholders to vote on approval of the plan, and may fix the proportion of shareholder votes required for approval. If the articles permit shareholders to vote on such a plan, written notice shall be given to each shareholder entitled to vote thereon in the manner and at the time provided for notice to members.

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

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

(a) By the cooperative, without further action by the members or shareholders, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.

(b) By a party to the merger that is not a cooperative, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner permitted by the statutes governing that business entity. [1999 c.362 §25]

Source: Section 62.619 — Action on plan of merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 56.016 — OR Code / Title 7 / Chapter 56 / Section 56.016
56.016 Filing facsimile transmissions and other reproductions of documents
Status: in_force

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

(a) A document may be delivered to the office of the Secretary of State for filing by electronic facsimile transmission if the original document is otherwise acceptable for filing.

(b) Any other reproduction of a document may be delivered to the office of the Secretary of State for filing if the original document is otherwise acceptable for filing.

(c) A document delivered under paragraph (a) or (b) of this subsection need not be accompanied by a true copy of the document. After filing a document delivered under paragraph (a) or (b) of this subsection, the Secretary of State shall return an acknowledgment of filing to the domestic or foreign business entity or the representative of the domestic or foreign business entity.

(2) Subsection (1) of this section applies only to documents for which the Secretary of State is the filing officer under ORS 56.014 (Secretary of State as filing officer) .

(3) Intentionally left blank —Ed.

(a) The Secretary of State by rule may specify a method, including but not limited to an electronic method, by which the Secretary of State will send a notice, instead of or in addition to a written notice by mail, that is related to a document for which the Secretary of State is the filing officer under ORS 56.014 (Secretary of State as filing officer) . The Secretary of State shall permit a person that files a document to elect to receive notice by the method that the Secretary of State specifies under this paragraph. If the person does not elect to receive notice by the specified method, the Secretary of State shall send the notice by mail.

(b) The Secretary of State by rule may specify the form and format of and the manner in which a person may make the election described in paragraph (a) of this subsection and submit contact information that is suitable for receiving notice by the method the Secretary of State specifies under paragraph (a) of this subsection.

(c) Notwithstanding paragraph (a) of this subsection, the Secretary of State may not send a notice required before an administrative dissolution or a suspension or revocation of authority to transact business in this state using any method other than in writing and by mail.

(4) The Secretary of State by rule may establish fees for receiving and sending notices related to documents delivered for filing. [1993 c.66 §§4,14; 1995 c.215 §2; 1995 c.689 §35; 1997 c.775 §87; 1999 c.486 §1; 1999 c.652 §2; 2019 c.62 §1]

Source: Section 56.016 — Filing facsimile transmissions and other reproductions of documents; notices of filing; rules; fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 65.647 — OR Code / Title 7 / Chapter 65 / Section 65.647
65.647 Grounds for administrative dissolution
Status: in_force

The Secretary of State may commence a proceeding under ORS 65.651 (Procedure for and effect of administrative dissolution) to administratively dissolve a corporation if:

(1) The corporation does not pay when due any fees imposed by this chapter;

(2) The corporation does not deliver its annual report to the Secretary of State when due;

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

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

(5) The corporation’s period of duration, if any, stated in its articles of incorporation expires. [1989 c.1010 §138]

Source: Section 65.647 — Grounds for administrative dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.165 — OR Code / Title 7 / Chapter 62 / Section 62.165
62.165 Actions in excess of authority
Status: in_force

No act and no transfer of property to or by a cooperative is invalid because in excess of the cooperative’s power to do such act or make or receive such transfer, except that such lack of power may be asserted in a proceeding by:

(1) A member, shareholder or director against the cooperative to enjoin any act or transfer of property to or by the cooperative. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the cooperative is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of the contract, and in so doing may allow to the cooperative or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of the contract but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.

(2) A cooperative, its legal representative, or through its members or shareholders in a representative suit, against the officers or directors or former officers or directors of the cooperative.

(3) The Attorney General against the cooperative in an action to dissolve the cooperative or to enjoin it from the transaction of unauthorized business. [1957 c.716 §11]

Source: Section 62.165 — Actions in excess of authority , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 62.335 — OR Code / Title 7 / Chapter 62 / Section 62.335
62.335 Action brought in right of cooperative by member or shareholder
Status: in_force

(1) No action may be instituted or maintained in the right of any cooperative by a member or shareholder unless the member or shareholder:

(a) Alleges in the complaint that the member or shareholder was a member or shareholder of record when any part of the transaction of which complained took place, or that the membership or stock thereafter devolved upon the member or shareholder by operation of law from a member or shareholder at such time.

(b) Alleges in the complaint with particularity the efforts of the member or shareholder to secure from the board such action as desired. The member or shareholder shall further allege that the member or shareholder has either informed the cooperative or board in writing of the ultimate facts of each cause of action against each director or delivered to the cooperative or board a copy of the complaint proposed to be filed. The member or shareholder shall state the reasons for failure to obtain such action or the reasons for not making such effort.

(c) Files a complaint in such action within 20 days after notification given to the cooperative or board as provided by paragraph (b) of this subsection.

(2) The action shall not be dismissed or compromised without the approval of the court.

(3) If anything is recovered or obtained as the result of the action, whether by means of a compromise and settlement or by a judgment, the court may direct the plaintiff to account to the cooperative for the remainder of the proceeds.

(4) In an action brought in the right of a cooperative by fewer than three percent of the members or by holders of less than three percent of any class of stock outstanding, the defendants may require the plaintiff to give security for the reasonable expenses of defending the action, including attorney fees. The amount of the security may thereafter be increased or decreased in the discretion of the court upon showing that the security provided is or may be inadequate or is excessive.

(5) The court may award reasonable attorney fees to the prevailing party in an action under this section. [1957 c.716 §69; 1981 c.897 §15; 1995 c.618 §38]

Source: Section 62.335 — Action brought in right of cooperative by member or shareholder; attorney fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 58.345 — OR Code / Title 7 / Chapter 58 / Section 58.345
58.345 Registration and renewal with professional licensing agency
Status: in_force

The regulatory board by rule or regulation may require that professional corporations register with it and may establish a fee, with the approval of the Oregon Department of Administrative Services, for the registration and renewal thereof. [1969 c.592 §25; 1983 c.128 §1; 1985 c.728 §44; 1993 c.235 §21]

Source: Section 58.345 — Registration and renewal with professional licensing agency; fees; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 59.325 — OR Code / Title 7 / Chapter 59 / Section 59.325
59.325 Certified copies of documents
Status: in_force

(1) The Director of the Department of Consumer and Business Services shall furnish to any person, upon payment of a fee established by rule, copies (certified if requested) of any document which is a matter of public record. In a proceeding or prosecution under the Oregon Securities Law, a copy so certified shall be prima facie evidence of the contents of the entry or document certified.

(2) A certificate of the director as to compliance or noncompliance with licensing or registration provisions of the Oregon Securities Law shall be taken and received in a civil or criminal proceeding in this state as prima facie evidence of the facts stated in the certificate. [1967 c.537 §30; 1987 c.603 §23; 1989 c.197 §17]

Source: Section 59.325 — Certified copies of documents; fee; effect of certification , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 63.629 — OR Code / Title 7 / Chapter 63 / Section 63.629
63.629 Agency power of members and managers after dissolution
Status: in_force

(1) Except as provided in subsections (2) and (3) of this section, and except as otherwise provided in the articles of organization or any operating agreement, after dissolution of the limited liability company, each member of a member-managed limited liability company and each manager of a manager-managed limited liability company can bind the limited liability company:

(a) By any act or omission appropriate for winding up the limited liability company’s affairs or completing transactions unfinished at dissolution; and

(b) By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have actual notice of the dissolution.

(2) An act or omission of a member or manager that would not be binding on the limited liability company pursuant to subsection (1) of this section is binding if it is otherwise authorized or ratified by the limited liability company.

(3) An act or omission of a member or manager that would be binding on the limited liability company under subsection (1) of this section or that otherwise would be authorized, but that is in contravention of a restriction on the authority of the member or manager shall not bind the limited liability company to persons having knowledge of the restriction. [1993 c.173 §61; 1995 c.93 §19; 1997 c.646 §12; 1999 c.86 §15]

Source: Section 63.629 — Agency power of members and managers after dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 67.310 — OR Code / Title 7 / Chapter 67 / Section 67.310
67.310 Partner’s liability to other partners after dissolution
Status: in_force

(1) Except as otherwise provided in subsection (2) of this section and ORS 67.105 (Partner’s liability) , after dissolution a partner is liable to the other partners for the partner’s share of any partnership liability incurred under ORS 67.305 (Partner’s power to bind partnership after dissolution) .

(2) A partner who, with knowledge of the dissolution, incurs a partnership liability under ORS 67.305 (Partner’s power to bind partnership after dissolution) (2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability. [1997 c.775 §38]

Source: Section 67.310 — Partner’s liability to other partners after dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.021 — OR Code / Title 7 / Chapter 60 / Section 60.021
60.021 Appeal from Secretary of State’s refusal to file document
Status: in_force

If the Secretary of State refuses to file a document delivered to the office for filing, the domestic or foreign corporation, in addition to any other legal remedy which may be available, shall have the right to appeal from such order pursuant to the provisions of ORS chapter 183. [1987 c.52 §10]

Source: Section 60.021 — Appeal from Secretary of State’s refusal to file document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.704 — OR Code / Title 7 / Chapter 60 / Section 60.704
60.704 Consequences of transacting business without authority
Status: in_force

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

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

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

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

(5) Notwithstanding subsections (1) and (2) of this section, the failure of a foreign corporation to obtain authority to transact business in this state does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state. [1987 c.52 §156]

Source: Section 60.704 — Consequences of transacting business without authority , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 70.605 — OR Code / Title 7 / Chapter 70 / Section 70.605
70.605 Application to partnerships existing prior to July 1, 1986
Status: in_force

(1) Any limited partnership formed on or after July 1, 1986, shall be governed by this chapter.

(2) Any limited partnership formed before July 1, 1986, shall be governed by this chapter except as follows:

(a) The limited partnership shall not be required to change its name to comply with ORS 70.010 (Name of limited partnership) (1)(a) unless the limited partnership changes its name after July 1, 1986.

(b) The limited partnership need not file with the Secretary of State a certificate of amendment that would cause its certificate of limited partnership to comply with this chapter until the occurrence of an event that, under this chapter, requires the filing of a certificate of amendment. If any limited partnership formed before July 1, 1986, fails to file such a certificate of amendment required under this chapter, the limited partnership nevertheless shall be governed by this chapter. [Formerly 70.455]

Source: Section 70.605 — Application to partnerships existing prior to July 1, 1986 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 70.095 — OR Code / Title 7 / Chapter 70 / Section 70.095
70.095 Remedy for failure to execute certificate
Status: in_force

If a person required by ORS 70.090 (Execution of certificate) to execute any certificate fails to do so, any other person who is adversely affected by the failure may petition the circuit court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed, and that any person so designated has failed to execute the certificate, it shall order the Secretary of State to record an appropriate certificate. [1985 c.677 §13; 1987 c.543 §11]

Source: Section 70.095 — Remedy for failure to execute certificate , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 65.324 — OR Code / Title 7 / Chapter 65 / Section 65.324
65.324 Removal of directors elected by members or directors
Status: in_force

(1) Unless a corporation’s articles of incorporation or bylaws provide otherwise:

(a) The members of the corporation may remove one or more directors the members elected with or without cause unless the articles of incorporation provide that removing a director requires cause.

(b) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, only the members of that class, chapter, unit or grouping entitled to vote may participate in the vote to remove the director.

(c) A director may be removed under paragraph (a) or (b) of this subsection by a majority of the votes cast.

(2) Members of a corporation may remove a director the members elected only at a special meeting called for the purpose of removing the director. The meeting notice must state that the purpose, or one of the purposes, of the meeting is to remove the director.

(3) An entire board of directors may be removed under subsection (1)(a) or (b) of this section.

(4) Unless a corporation’s articles of incorporation or bylaws provide that removing a director requires cause, a director elected by the board of directors may be removed with or without cause by a vote of a majority of the directors then in office or by a greater number as set forth in the articles of incorporation or bylaws. A director elected by the board to fill the vacancy of a director elected by the members may be removed by the voting members or the directors.

(5) If at the beginning of a director’s term on the board, the articles of incorporation or bylaws provide that the director may be removed for missing more than a specified number of meetings or for reasons set forth in the articles of incorporation or bylaws, a majority of the directors may remove the director for such reasons.

(6) The articles of incorporation or bylaws of a religious corporation may:

(a) Limit the application of this section; and

(b) Set forth the vote and procedures by which the board of directors or any person may remove with or without cause a director elected by the members or the board. [1989 c.1010 §77; 2019 c.174 §55]

Source: Section 65.324 — Removal of directors elected by members or directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.167 — OR Code / Title 7 / Chapter 65 / Section 65.167
65.167 Termination, expulsion or suspension
Status: in_force

(1) A member of a public benefit corporation or mutual benefit corporation may not be expelled or suspended, and a membership or memberships in such corporations may not be terminated or suspended, except in accordance with a procedure that is fair and reasonable and is carried out in good faith.

(2) A procedure is fair and reasonable if the procedure takes account of all relevant facts and circumstances or if the articles of incorporation or bylaws set forth a procedure that:

(a) Gives the member notice in accordance with ORS 65.034 (Notice) not less than 15 days before the expulsion, suspension or termination and states in the notice the reasons for the expulsion, suspension or termination; and

(b) Provides an opportunity not less than five days before the effective date of the expulsion, suspension or termination for the member to be heard, orally or in writing by a person or persons authorized to withdraw the proposed expulsion, termination or suspension.

(3) Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension or termination.

(4) A member who has been expelled or suspended, or whose membership has been suspended or terminated, may be liable to the corporation for dues, assessments or fees as a result of obligations incurred by the member before expulsion, suspension or termination. [1989 c.1010 §48; 2005 c.22 §44; 2019 c.174 §34]

Source: Section 65.167 — Termination, expulsion or suspension , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.285 — OR Code / Title 7 / Chapter 60 / Section 60.285
60.285 Corrected corporate action
Status: in_force

(1) On and after the date on which a corporation ratifies a defective corporate action under ORS 60.276 (Ratification by board of directors) or validates a defective corporate action under ORS 60.288 (Articles of validation) , the defective corporate action becomes a corrected corporate action and, notwithstanding the 120-day period provided in ORS 60.291 (Judicial review of corporate action) for challenges to the ratification:

(a) A corrected corporate action is not void or voidable and is effective as of the date of the defective corporate action.

(b) A putative share or a fraction of a putative share, the issuance of which a corrected corporate action ratifies or validates, is not void or voidable and is a valid share or fraction of a share that is effective as of the date of the putative share’s issuance.

(c) A defective corporate action that results directly or indirectly from a previous defective corporate action, or a corporate action that a corporation takes in reliance on the previous defective corporate action, is valid and effective as of the date the corporation took the corporate action or the defective corporate action if the corporation ratified the previous defective corporate action under ORS 60.276 (Ratification by board of directors) or validated the previous defective corporate action under ORS 60.288 (Articles of validation) .

(2) A corporation’s ratification, validation or other approval of a corporate action under ORS 60.270 (Definitions for ORS 60.270 to 60.291) to 60.291 (Judicial review of corporate action) and a determination, finding, order or judgment in a proceeding under ORS 60.291 (Judicial review of corporate action) does not affect a cause of action or remedy, other than a cause of action or remedy under ORS 60.291 (Judicial review of corporate action) , that relates to the corporate action or the corporation’s ratification, validation or other approval of the corporate action under ORS 60.270 (Definitions for ORS 60.270 to 60.291) to 60.291 (Judicial review of corporate action) . [2019 c.325 §7]

Source: Section 60.285 — Corrected corporate action; validity; effective date , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.777 — OR Code / Title 7 / Chapter 65 / Section 65.777
65.777 Scope of inspection right
Status: in_force

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

(2) The right to copy records under ORS 65.774 (Inspection of records by members) includes, if reasonable, the right to receive copies made by photographic, xerographic or other means.

(3) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.

(4) The corporation may comply with a member’s demand to inspect the record of members under ORS 65.774 (Inspection of records by members) (2)(c) by providing the member with a list of its members that was compiled no earlier than the date of the member’s demand. [1989 c.1010 §166]

Source: Section 65.777 — Scope of inspection right , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.434 — OR Code / Title 7 / Chapter 63 / Section 63.434
63.434 Amendment to articles of organization
Status: in_force

(1) Consistent with the provisions of this chapter, a limited liability company may amend its articles of organization at any time to add, change or delete any provision, provided that the articles of organization as amended contain only such provisions as are required or permitted in initial articles of organization under this chapter as of the effective date of the amendment.

(2) A limited liability company amending its articles of organization shall deliver articles of amendment to the office for filing.

(3) Articles of amendment shall contain:

(a) The name of the limited liability company;

(b) The text of each amendment adopted;

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

(d) If an amendment was adopted by the managers without member action, a statement to that effect and a statement that member action was not required; and

(e) If an amendment was approved by the members, a statement that the member approval required under ORS 63.444 (Amendment by members) , the articles of organization or any operating agreement has been obtained and a statement of the percentage of such members’ approval. [1993 c.173 §71]

Source: Section 63.434 — Amendment to articles of organization , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.431 — OR Code / Title 7 / Chapter 65 / Section 65.431
65.431 Authority
Status: in_force

(1) A corporation may amend the corporation’s articles of incorporation at any time to add, change or delete any provision if the articles of incorporation as amended would be permitted under ORS 65.431 (Authority) to 65.467 (Approval by third persons) as of the effective date of the amendment.

(2) A corporation designated on the records of the Secretary of State as a public benefit corporation or religious corporation may amend or restate the public benefit corporation’s or religious corporation’s articles of incorporation so that the public benefit corporation or religious corporation becomes designated as a mutual benefit corporation only if notice, including a copy of the proposed amendment or restatement, has been delivered to the Attorney General at least 20 days before consummation of the amendment or restatement. [1989 c.1010 §107; 2019 c.174 §72]

Source: Section 65.431 — Authority , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 58.375 — OR Code / Title 7 / Chapter 58 / Section 58.375
58.375 Requirements for professional corporations organized to practice medicine
Status: in_force

(1) In a professional corporation organized for the purpose of practicing medicine:

(a) Physicians who are licensed in this state to practice medicine must hold the majority of each class of shares that are entitled to vote.

(b) Physicians who are licensed in this state to practice medicine must be a majority of the directors.

(c) All officers except the secretary and treasurer, if any, must be physicians who are licensed in this state to practice medicine. The same person may hold any two or more offices.

(d) Except as otherwise provided by law, the Oregon Medical Board may expressly require that physicians who are licensed in this state to practice medicine hold more than a majority of each class of shares that is entitled to vote.

(e) Except as otherwise provided by law, the Oregon Medical Board may expressly require that physicians who are licensed in this state to practice medicine be more than a majority of the directors.

(2) A professional corporation may be a shareholder of a professional corporation organized for the purpose of practicing medicine solely for the purpose of effecting a reorganization as defined in the Internal Revenue Code.

(3) Intentionally left blank —Ed.

(a) The provisions of subsections (1) and (2) of this section do not apply to:

(A) A nonprofit corporation that is organized under Oregon law to provide medical services to migrant, rural, homeless or other medically underserved populations under 42 U.S.C. 254b or 254c, as in effect on January 1, 2018;

(B) A health center that is qualified under 42 U.S.C. 1396d(1)(2)(B), as in effect on January 1, 2018, that operates in compliance with other applicable state or federal law; or

(C) Except as provided in paragraph (b) of this subsection, a for-profit or nonprofit business entity that is incorporated or organized under the laws of this state, that provides the entirety of the business entity’s medical services through one or more rural health clinics, as defined in 42 U.S.C. 1395x, as in effect on January 1, 2018, and that operates in compliance with state and federal laws that apply to rural health clinics.

(b) A business entity is exempt under this subsection for a period of up to one year after the business entity establishes a rural health clinic, even though the rural health clinic that the business entity establishes does not meet all of the elements of the definition set forth in 42 U.S.C. 1395x, as in effect on January 1, 2018, if during the one-year period an applicable certification for the rural health clinic is pending. [1997 c.774 §17; 2007 c.557 §1; 2017 c.336 §1]

Source: Section 58.375 — Requirements for professional corporations organized to practice medicine; application to various entities , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 63.625 — OR Code / Title 7 / Chapter 63 / Section 63.625
63.625 Distribution of assets upon dissolution
Status: in_force

Upon the winding up of a limited liability company, the assets shall be distributed as follows:

(1) To the extent permitted by law, to creditors, including members and former members who are creditors, in satisfaction of liabilities of the limited liability company other than liabilities for distributions to members under ORS 63.200 (Right to interim distributions) or 63.249 (Assignment of membership interest) ;

(2) Except as provided in the articles of organization or any operating agreement, to members and former members of the limited liability company in satisfaction of the limited liability company’s obligations for distributions due and owing under ORS 63.200 (Right to interim distributions) or 63.249 (Assignment of membership interest) ; and

(3) Except as provided in the articles of organization or any operating agreement, to members of the limited liability company first for the return of their previously unreturned contributions and thereafter in the proportions in which the members share in profits. [1993 c.173 §59; 1997 c.646 §11]

Source: Section 63.625 — Distribution of assets upon dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 63.002 — OR Code / Title 7 / Chapter 63 / Section 63.002
63.002 Inclusion of limited liability companies and managers and members of limited liability companies in definitions
Status: in_force

Unless the context otherwise requires, throughout Oregon Revised Statutes:

(1) Wherever the term “person” is defined to include both a corporation and a partnership, the term “person” shall also include a limited liability company.

(2) Wherever a section of Oregon Revised Statutes applies to both “partners” and “directors,” the section shall also apply:

(a) In a limited liability company with one or more managers, to the managers of the limited liability company.

(b) In a limited liability company without managers, to the members of the limited liability company.

(3) Wherever a section of Oregon Revised Statutes applies to both “partners” and “shareholders,” the section shall also apply to members of a limited liability company. [1995 c.93 §25]

Source: Section 63.002 — Inclusion of limited liability companies and managers and members of limited liability companies in definitions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.411 — OR Code / Title 7 / Chapter 60 / Section 60.411
60.411 Insurance
Status: in_force

A corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, officer, employee or agent of the corporation or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The corporation may purchase and maintain the insurance even if the corporation has no power to indemnify the individual against the same liability under ORS 60.391 (Authority to indemnify directors) or 60.394 (Mandatory indemnification) . [1987 c.52 §101]

Source: Section 60.411 — Insurance , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.245 — OR Code / Title 7 / Chapter 62 / Section 62.245
62.245 Missing certificates or evidence of interest in cooperative
Status: in_force

(1) When a certificate of membership in a cooperative or a certificate for a share or shares of membership or capital stock, if certificated, in a cooperative, or other written evidence of the apportionment, distribution and payment of net proceeds or savings of the cooperative, or of any indebtedness or other equity interest in a cooperative, issued by a cooperative is missing, the cooperative shall issue a duplicate thereof upon the request of the owner and upon the furnishing of such indemnity as may be required by the cooperative.

(2) When records showing ownership of membership in a cooperative or of a share or shares of membership or capital stock in a cooperative, or of the apportionment, distribution and payment of net proceeds or savings of the cooperative, or of any indebtedness or other equity interest in a cooperative, are missing and if the information which is missing is necessary to a proposed redemption of any of the items described in this subsection, the cooperative may give notice and redeem the items as follows:

(a) The cooperative shall set aside an amount equal to the value of the items to be redeemed.

(b) The cooperative shall give notice of the redemption to all owners of items of which the cooperative has knowledge.

(c) If there are items the ownership of which is unknown to the cooperative, it shall publish notice of the redemption at least once a month for four months in a newspaper of general circulation in the county in which the registered office of the cooperative is located.

(d) After the completion of the publication, any unclaimed outstanding items represented by the missing records may then be terminated in accordance with the provisions of this chapter dealing with unclaimed distributions, redemptions or proceeds. [1957 c.716 §19; 1995 c.195 §6]

Source: Section 62.245 — Missing certificates or evidence of interest in cooperative; missing records relating to redemption of interest in cooperative , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.782 — OR Code / Title 7 / Chapter 65 / Section 65.782
65.782 Limitations on use of membership list
Status: in_force

Without consent of the board of directors, a membership list or any part of a membership list may not be obtained or used by any person for any purpose unrelated to a member’s interest as a member. Without limiting the generality of this section, without the consent of the board of directors, a membership list or any part of a membership list may not be:

(1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;

(2) Used for any commercial purpose; or

(3) Sold or purchased by any person. [1989 c.1010 §168; 2019 c.174 §109]

Source: Section 65.782 — Limitations on use of membership list , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.534 — OR Code / Title 7 / Chapter 65 / Section 65.534
65.534 Sale of assets other than in regular course of activities
Status: in_force

(1) A corporation may sell, lease, exchange or otherwise dispose of all or substantially all of the corporation’s property, with or without the goodwill, other than in the usual and regular course of the corporation’s activities, on the terms and conditions and for the consideration determined by the corporation’s board of directors if the proposed transaction is authorized by subsection (2) of this section.

(2) Unless this chapter, the articles of incorporation, bylaws or the board of directors or members, acting in accordance with subsection (4) of this section, require a greater vote or voting by class, the proposed transaction to be authorized must be approved:

(a) By the board of directors;

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

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

(3) If the corporation does not have members entitled to vote on the transaction, the board of directors must approve the transaction. In addition, the corporation shall provide notice of any board of directors’ meeting at which such approval is to be obtained 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 the sale, lease, exchange or other disposition of all or substantially all of the property of the corporation and must contain or be accompanied by a description of the transaction.

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

(5) If the board seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to the corporation’s members of the proposed meeting in accordance with ORS 65.214 (Notice of meeting) . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all or substantially all of the property of the corporation and must contain or be accompanied by a description of the transaction.

(6) If the board seeks to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a description of the transaction.

(7) A public benefit corporation or religious corporation must give written notice to the Attorney General 30 days before the public benefit corporation or religious corporation sells, leases, exchanges or otherwise disposes of all or substantially all of the public benefit corporation’s or religious corporation’s property unless the transaction is in the usual and regular course of the public benefit corporation’s or religious corporation’s activities or the Attorney General has given the public benefit corporation or religious corporation a written waiver of this notice requirement.

(8) After a sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further action by the members or any other person who approved the transaction, in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors. [1989 c.1010 §127; 2005 c.22 §48; 2019 c.174 §86]

Source: Section 65.534 — Sale of assets other than in regular course of activities , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.415 — OR Code / Title 7 / Chapter 62 / Section 62.415
62.415 Apportionment and distribution of net proceeds or savings or net losses
Status: in_force

(1) The net proceeds or savings of a cooperative shall be apportioned, distributed and paid periodically to those persons entitled to receive them, at such times and in such reasonable manner as the bylaws shall provide; except that net proceeds or savings on patronage of the cooperative by its members shall be apportioned and distributed among those members in accordance with the ratio which each member’s patronage during the period involved bears to total patronage by all members during that period. The bylaws may contain any reasonable provisions for the apportionment and charging of net losses. For the purposes of this section work performed as a member of a workers’ cooperative shall be deemed to be patronage of that cooperative.

(2) The apportionment, distribution and payment of net proceeds or savings required by subsection (1) of this section may be in cash, credits, capital stock, certificates of interest, revolving fund certificates, letters of advice or written evidence of indebtedness or other equity interest issued by the cooperative or by any affiliated domestic or foreign cooperative association whether or not incorporated under this chapter.

(3) Apportionment and distribution of its net proceeds or savings or net losses may be separately determined for, and be based upon patronage of, single or multiple pools, particular departments of the cooperative, or as to particular commodities, supplies or services, or such apportionment and distribution may be based upon classification of patronage according to the type thereof.

(4) A cooperative may provide in its bylaws:

(a) The minimum amount of any single patronage transaction; and

(b) The minimum aggregate amount of patronage transactions by any patron during the fiscal year of the cooperative.

(5) Any amount described in subsection (4) of this section shall be taken into account for the purpose of participation in allocation and distribution of net proceeds or savings or net losses under this section.

(6) For the purposes of this section net proceeds or savings or net losses shall be computed in accordance with generally accepted accounting principles applicable to cooperative corporations, and after deducting from gross proceeds or savings any dividends paid upon capital stock. [1957 c.716 §36; 1963 c.156 §2; 1995 c.79 §15; 1995 c.195 §12]

Source: Section 62.415 — Apportionment and distribution of net proceeds or savings or net losses , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 67.635 — OR Code / Title 7 / Chapter 67 / Section 67.635
67.635 Service of process on limited liability partnership
Status: in_force

Service of process shall be made upon a limited liability partnership or a foreign limited liability partnership in the same manner as service is made upon a general partnership under the Oregon Rules of Civil Procedure. [1997 c.775 §61]

Source: Section 67.635 — Service of process on limited liability partnership , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 70.380 — OR Code / Title 7 / Chapter 70 / Section 70.380
70.380 Registration prerequisite to suing in state
Status: in_force

(1) A foreign limited partnership transacting business in this state may not maintain any action or proceeding in any court of this state until it has registered in this state.

(2) The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action or proceeding in any court of this state.

(3) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.

(4) A foreign limited partnership, by transacting business in this state without registration, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this state. [1985 c.677 §55]

Source: Section 70.380 — Registration prerequisite to suing in state; effect on contracts, liability; agent , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.354 — OR Code / Title 7 / Chapter 60 / Section 60.354
60.354 Committees
Status: in_force

(1) Unless this chapter, the articles of incorporation or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on each committee.

(2) Unless this chapter provides otherwise, the creation of a committee and appointment of members to it must be approved by the greater of:

(a) A majority of all the directors in office when the action is taken; or

(b) The number of directors required by the articles of incorporation or bylaws to take action under ORS 60.351 (Quorum and voting) .

(3) ORS 60.337 (Meetings) to 60.351 (Quorum and voting) apply both to committees of the board and to members of the committees.

(4) Except as provided in subsection (5) of this section, to the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under ORS 60.301 (Requirement for and duties of board of directors) .

(5) A committee may not:

(a) Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors;

(b) Approve or propose to shareholders action that this chapter requires be approved by shareholders;

(c) Fill vacancies on the board of directors or, subject to subsection (7) of this section, on any of its committees; or

(d) Adopt, amend or repeal bylaws.

(6) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in ORS 60.357 (General standards for directors) .

(7) The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member’s absence or disqualification. Unless the articles of incorporation, the bylaws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint a director to act in place of the absent or disqualified member. [1987 c.52 §84; 1989 c.1040 §22; 1991 c.883 §6; 1993 c.403 §5; 2003 c.80 §12]

Source: Section 60.354 — Committees; powers; limitations , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.040 — OR Code / Title 7 / Chapter 65 / Section 65.040
65.040 Notice to Attorney General
Status: in_force

(1) The Attorney General must be given notice of the commencement of any proceeding that ORS 65.038 (Judicial relief) , 65.084 (Challenge of corporate authority) , 65.174 (Derivative suits) , 65.207 (Court-ordered meeting) , 65.327 (Removal of directors by judicial proceeding) , 65.661 (Grounds for judicial dissolution) or 65.751 (Grounds for judicial revocation) or any other provision of this chapter authorizes the Attorney General to bring but that another person has commenced.

(2) Whenever any provision of this chapter requires that notice be given to the Attorney General before or after commencing a proceeding or permits the Attorney General to commence a proceeding:

(a) If no proceeding has been commenced, the Attorney General may take appropriate action including, but not limited to, seeking injunctive relief; or

(b) If a proceeding has been commenced by a person other than the Attorney General, the Attorney General, as of right, may intervene in the proceeding. [1989 c.1010 §18; 2019 c.174 §17]

Source: Section 65.040 — Notice to Attorney General; effect of failure to notify , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.554 — OR Code / Title 7 / Chapter 65 / Section 65.554
65.554 Authorized distributions
Status: in_force

Unless prohibited by the corporation’s articles of incorporation or bylaws:

(1) A mutual benefit corporation may purchase the mutual benefit corporation’s memberships and, under the circumstances indicated in ORS 65.147 (Transfers) and 65.171 (Acquiring memberships) , a public benefit corporation or religious corporation may purchase the public benefit corporation’s or religious corporation’s memberships, if after the purchase is completed:

(a) The corporation would be able to pay the corporation’s debts as they become due in the usual course of the corporation’s activities; and

(b) The corporation’s total assets would at least equal the sum of the corporation’s total liabilities.

(2) A corporation may make distributions upon dissolution in conformity with ORS 65.621 (Dissolution by incorporators) to 65.674 (Deposit with State Treasurer) .

(3) A corporation may make distributions to a member that is a religious corporation or public benefit corporation or to a foreign nonprofit corporation that, if incorporated in this state, would qualify as a religious corporation or public benefit corporation. [1989 c.1010 §129; 2019 c.174 §87]

Source: Section 65.554 — Authorized distributions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.577 — OR Code / Title 7 / Chapter 60 / Section 60.577
60.577 Payment
Status: in_force

(1) Except as provided in ORS 60.584 (After-acquired shares) , as soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall pay each dissenter who complied with ORS 60.571 (Duty to demand payment) , the amount the corporation estimates to be the fair value of the shareholder’s shares, plus accrued interest.

(2) The payment must be accompanied by:

(a) The corporation’s balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year and the latest available interim financial statements, if any;

(b) A statement of the corporation’s estimate of the fair value of the shares;

(c) An explanation of how the interest was calculated;

(d) A statement of the dissenter’s right to demand payment under ORS 60.587 (Procedure if shareholder dissatisfied with payment or offer) ; and

(e) A copy of ORS 60.551 (Definitions for ORS 60.551 to 60.594) to 60.594 (Court costs and counsel fees) . [1987 c.52 §132; 1987 c.579 §4]

Source: Section 60.577 — Payment , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.805 — OR Code / Title 7 / Chapter 67 / Section 67.805
67.805 Severability
Status: in_force

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. [1997 c.775 §82]

Source: Section 67.805 — Severability , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 59.451 — OR Code / Title 7 / Chapter 59 / Section 59.451
59.451 Prohibition against filing false statement by person under investigation or examination
Status: in_force

It is unlawful for any person who is the subject of an investigation under ORS 59.245 (Investigations) or examination under ORS 59.235 (General supervision over persons dealing in securities) , directly or indirectly, to make or file or cause to be made or filed with the Director of the Department of Consumer and Business Services any statement, report or document which is false in any material respect or manner. [1985 c.349 §25]

Source: Section 59.451 — Prohibition against filing false statement by person under investigation or examination , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.414 — OR Code / Title 7 / Chapter 60 / Section 60.414
60.414 Application of ORS 60.387 to 60.411
Status: in_force

(1) The indemnification and provisions for advancement of expenses provided by ORS 60.387 (Definitions for ORS 60.387 to 60.414) to 60.411 (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 shareholders 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 shareholders or any resolution or agreement approved, adopted or ratified, before or after such indemnification or agreement is made, by the shareholders, 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 60.047 (Articles of incorporation) (2)(d); 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 60.404 (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 60.387 (Definitions for ORS 60.387 to 60.414) to 60.411 (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. [1987 c.52 §102; 1991 c.883 §7]

Source: Section 60.414 — Application of ORS 60.387 to 60.411 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.971 — OR Code / Title 7 / Chapter 60 / Section 60.971
60.971 Severability
Status: in_force

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. [1987 c.52 §180]

Source: Section 60.971 — Severability , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.671 — OR Code / Title 7 / Chapter 60 / Section 60.671
60.671 Judgment of dissolution
Status: in_force

(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in ORS 60.661 (Grounds for judicial dissolution) or 60.952 (Court proceeding by shareholder in close corporation) (2)(m) exist, it may enter a judgment dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the judgment to the office for filing. The Secretary of State shall file the certified copy of the judgment.

(2) After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the corporation’s business and affairs in accordance with ORS 60.637 (Effect of dissolution) and the notification of claimants in accordance with ORS 60.641 (Known claims against dissolved corporation) and 60.644 (Unknown claims against dissolved corporation) . [1987 c.52 §153; 2001 c.315 §63; 2003 c.576 §323]

Source: Section 60.671 — Judgment of dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.261 — OR Code / Title 7 / Chapter 60 / Section 60.261
60.261 Derivative proceedings
Status: in_force

(1) A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time.

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

(3) A proceeding commenced under this section may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation’s shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected.

(4) For purposes of this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or held by a nominee on behalf of the beneficial owner. [1987 c.52 §67]

Source: Section 60.261 — Derivative proceedings , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).