ORS § 70.115 — OR Code / Title 7 / Chapter 70 / Section 70.115
70.115 Duty of general partners to deliver copy of certificate to each limited partner
Status: in_force

Upon the return by the Secretary of State pursuant to ORS 70.100 (Filing with Office of Secretary of State) of an acknowledgment of filing, the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise. [1985 c.677 §17; 1999 c.486 §15]

Source: Section 70.115 — Duty of general partners to deliver copy of certificate to each limited partner , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 65.751 — OR Code / Title 7 / Chapter 65 / Section 65.751
65.751 Grounds for judicial revocation
Status: in_force

(1) A circuit court may revoke the authority of a foreign corporation to transact business in this state:

(a) In a proceeding by the Attorney General if the court finds that:

(A) The foreign corporation obtained authority to transact business in this state with fraudulent intent, with fraudulent information or in a manner that otherwise indicates fraud;

(B) The foreign corporation has exceeded or abused the authority conferred upon the foreign corporation by law;

(C) The foreign corporation would have been a public benefit corporation had the foreign corporation been incorporated in this state and the foreign corporation’s corporate assets are being misapplied or wasted;

(D) The foreign corporation would have been a public benefit corporation had the foreign corporation been incorporated in this state and the foreign corporation is no longer able to carry out the foreign corporation’s purposes;

(E) An incorporator, director, officer or agent of the foreign corporation signed a document knowing that the document was false in any material respect with the intent that the document be delivered to the Secretary of State for filing;

(F) The foreign corporation has fraudulently solicited money or has fraudulently used the money solicited; or

(G) The foreign corporation is a shell entity. For purposes of this subparagraph:

(i) A court may find that a foreign corporation is a shell entity if the court determines that the foreign corporation was used or incorporated for an illegal purpose, was used or incorporated to defraud or deceive a person or governmental agency or was used or incorporated to fraudulently conceal any business activity from another person or a governmental agency; and

(ii) The Attorney General may make a prima facie showing that a foreign corporation is a shell entity by stating in an affidavit that:

(I) The foreign corporation did not provide a name or address required by the Secretary of State, or the name or address the foreign corporation provided was false, fraudulent or inadequate;

(II) The foreign corporation’s application for authority to transact business in this state, a record the foreign corporation must keep under ORS 65.771 (Corporate records) or the foreign corporation’s annual report is false, fraudulent or inadequate;

(III) A public body, as defined in ORS 174.109 (“Public body” defined) , attempted to communicate with, or serve legal process upon, the foreign corporation at the address or by means of other contact information the foreign corporation provided to the Secretary of State, but the foreign corporation failed to respond; or

(IV) The Attorney General has other evidence that shows that the foreign corporation was used or incorporated for an illegal purpose, was used or incorporated to defraud or deceive a person or a governmental agency or was used or incorporated to fraudulently conceal any business activity from another person or governmental agency.

(b) Except as provided in the articles of incorporation or bylaws of a foreign corporation that would have been a religious corporation had the foreign corporation been incorporated in this state, in a proceeding by 50 members or members holding five percent or more of the voting power, whichever is less, or by a director or any person specified in the articles of incorporation, if the court finds that:

(A) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break the deadlock;

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

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

(D) The corporate assets are being misapplied or wasted; or

(E) The foreign corporation would have been a public benefit corporation or religious corporation had the foreign corporation been incorporated in this state, and is no longer able to carry out the foreign corporation’s purposes.

(c) In a proceeding by a creditor if the court finds that:

(A) The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the foreign corporation is insolvent; or

(B) The foreign corporation has admitted in writing that the creditor’s claim is due and owing and the foreign corporation is insolvent.

(2) Before revoking a foreign corporation’s authority, the court shall consider whether:

(a) Reasonable alternatives to revocation of authority exist;

(b) Revocation of authority is in the public interest, if the foreign corporation would have been a public benefit corporation had the foreign corporation been incorporated in this state; or

(c) Revocation of authority is the best way to protect the interests of members, if the foreign corporation would have been a mutual benefit corporation had the foreign corporation been incorporated in this state.

(3) In addition to subjecting a foreign corporation to revocation of the foreign corporation’s authority to transact business in this state under subsection (1)(a)(G) of this section, a finding that a foreign corporation is a shell entity has the following effects:

(a) A court may rebuttably presume that the foreign corporation’s filings with the Secretary of State constitute a false claim, as defined in ORS 180.750 (Definitions) , in any action the Attorney General brings under ORS 180.760 (Civil action for violation) and may award to the Attorney General reasonable attorney fees and the costs of investigation, preparation and litigation if the Attorney General prevails in the action; and

(b) A public body, as defined in ORS 174.109 (“Public body” defined) , in any proceeding against the foreign corporation, may move to enjoin a director, officer or other person that exercises significant direction or control over the foreign corporation from engaging in commercial activity in this state including, but not limited to, incorporating or organizing an entity in this state.

(4) A foreign corporation may affirmatively defend against an allegation that the foreign corporation is a shell entity by showing that the foreign corporation, within 60 days after receiving a request to provide or correct a name, address or other information required for a filing or in an application for authority to transact business in this state, a record the foreign corporation must keep or an annual report, or within 60 days after the date of a request to respond to a communication or service of process, provided or corrected the name, address or other information or responded to the communication or service of process. [1989 c.1010 §161; 2019 c.174 §105]

Source: Section 65.751 — Grounds for judicial revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.551 — OR Code / Title 7 / Chapter 60 / Section 60.551
60.551 Definitions for ORS 60.551 to 60.594
Status: in_force

As used in ORS 60.551 (Definitions for ORS 60.551 to 60.594) to 60.594 (Court costs and counsel fees) :

(1) “Beneficial shareholder” means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.

(2) “Corporation” means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.

(3) “Dissenter” means a shareholder who is entitled to dissent from corporate action under ORS 60.554 (Right to dissent) and who exercises that right when and in the manner required by ORS 60.561 (Notice of dissenters’ rights) to 60.587 (Procedure if shareholder dissatisfied with payment or offer) .

(4) “Fair value,” with respect to a dissenter’s shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.

(5) “Interest” means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.

(6) “Record shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

(7) “Shareholder” means the record shareholder or the beneficial shareholder. [1987 c.52 §124; 1989 c.1040 §30]

Source: Section 60.551 — Definitions for ORS 60.551 to 60.594 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.644 — OR Code / Title 7 / Chapter 60 / Section 60.644
60.644 Unknown claims against dissolved corporation
Status: in_force

(1) A dissolved corporation may publish notice of the corporation’s dissolution and request that persons with claims against the corporation present the claims in accordance with the notice.

(2) The notice must:

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

(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 corporation 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 corporation 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 corporation within five years after the publication date of the newspaper notice:

(a) A claimant who did not receive written notice under ORS 60.641 (Known claims against dissolved corporation) ;

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

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

(4) Intentionally left blank —Ed.

(a) A claim against a dissolved corporation that may be satisfied, in whole or in part, by insurance assets held by, on behalf of or for the benefit of the dissolved corporation, 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, in chapter 361, General Laws of Oregon 1917, in chapter 340, General Laws of Oregon 1927, in chapter 40, Oregon Laws 1937, in chapter 404, Oregon Laws 1939, in section 11, chapter 462, Oregon Laws 1941, in section 1, chapter 134, Oregon Laws 1947, or in ORS 57.630 (1985 Replacement Part), 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, in chapter 361, General Laws of Oregon 1917, in chapter 340, General Laws of Oregon 1927, in chapter 40, Oregon Laws 1937, in chapter 404, Oregon Laws 1939, in section 11, chapter 462, Oregon Laws 1941, in section 1, chapter 134, Oregon Laws 1947, or in ORS 57.630 (1985 Replacement Part) may not recover from the dissolved corporation more than the rights, benefits or proceeds available from the insurance assets.

(b) Notwithstanding ORS 60.121 (Service on corporation) , a claimant may serve a summons or other process upon a dissolved corporation for a claim described in paragraph (a) of this subsection by delivering the summons or process to a director or officer of the dissolved corporation, to a person that has charge of the dissolved corporation’s assets or, if the claimant cannot locate the director, officer or person, to any agent who was authorized to accept service of process immediately before the corporation 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 corporation 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. [1987 c.52 §145; 1991 c.883 §11; 2021 c.221 §1]

Source: Section 60.644 — Unknown claims against dissolved corporation; use of insurance assets of dissolved corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.337 — OR Code / Title 7 / Chapter 65 / Section 65.337
65.337 Regular and special meetings
Status: in_force

(1) If the time and place of a board of directors’ meeting is fixed by the bylaws, or is scheduled by the board of directors in a manner that informs all directors of the time and place without additional notice, the meeting is a regular meeting. All other meetings are special meetings.

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

(3) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all directors participating may simultaneously communicate during the meeting.

(4) If a meeting is conducted in accordance with subsection (3) of this section:

(a) All participating directors must be informed that a meeting is taking place at which official business may be transacted; and

(b) A director participating in the meeting is, for the purposes of transacting any official business, present in person at the meeting. [1989 c.1010 §82; 2005 c.161 §1; 2019 c.174 §60]

Source: Section 65.337 — Regular and special meetings , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.815 — OR Code / Title 7 / Chapter 67 / Section 67.815
67.815 Short title
Status: in_force

This chapter may be cited as the Oregon Revised Partnership Act. [1997 c.775 §81]

Source: Section 67.815 — Short title , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 63.747 — OR Code / Title 7 / Chapter 63 / Section 63.747
63.747 Reinstatement of authority
Status: in_force

(1) A foreign limited liability company that has had its authority revoked under ORS 63.741 (Procedure for and effect of revocation) may apply to the Secretary of State for reinstatement within five years from the date of revocation. The application shall:

(a) State the name of the foreign limited liability company and the effective date its authority was revoked; and

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

(2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section, that the information is correct and that the foreign limited liability company’s name satisfies the requirements of ORS 63.717 (Name of foreign limited liability company) , the Secretary of State shall reinstate the authority.

(3) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation of authority and the foreign limited liability company resumes carrying on its business as if the administrative revocation of authority had never occurred. [1993 c.173 §89; 1995 c.215 §12]

Source: Section 63.747 — Reinstatement of authority , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 59.535 — OR Code / Title 7 / Chapter 59 / Section 59.535
59.535 Definitions for ORS 59.535 to 59.585
Status: in_force

For the purposes of ORS 59.535 (Definitions for ORS 59.535 to 59.585) to 59.585 (Short title) , unless the context otherwise requires:

(1) “Beneficiary form” means a registration of a security which indicates the present owner of the security and the intention of the owner regarding the person who will become the owner of the security upon the death of the owner.

(2) “Devisee” means any person designated in a will to receive a disposition of real or personal property.

(3) “Heirs” means those persons, including the surviving spouse, who are entitled under the statutes of intestate succession to the property of a decedent.

(4) “Person” means an individual, a corporation, an organization or other legal entity.

(5) “Personal representative” includes executor, administrator, successor personal representative, special administrator and persons who perform substantially the same function under the law governing their status.

(6) “Property” includes both real and personal property or any interest therein and means anything that may be the subject of ownership.

(7) “Register,” including its derivatives, means to issue a certificate showing the ownership of a certificated security or, in the case of an uncertificated security, to initiate or transfer an account showing ownership of securities.

(8) “Registering entity” means a person who originates or transfers a security title by registration, and includes a broker maintaining security accounts for customers and a transfer agent or other person acting for or as an issuer of securities.

(9) “Security” means a share, participation or other interest in property, in a business, or in an obligation of an enterprise or other issuer, and includes a certificated security, an uncertificated security and a security account.

(10) “Security account” means:

(a) A reinvestment account associated with a security, a securities account with a broker, cash, cash equivalents, interest, earnings or dividends earned or declared on a security in an account, a reinvestment account or a brokerage account, whether or not credited to the account before the owner’s death;

(b) A cash balance or other property held for or due to the owner of a security as a replacement for or product of an account security, whether or not credited to the account before the owner’s death; or

(c) An investment management account, a safekeeping account or a custody account with a financial institution or trust company, as those terms are defined in ORS 706.008 (Additional definitions for Bank Act) , including the securities in the account and cash, cash equivalents, interest, earnings or dividends earned or declared on a security in the account, whether or not credited to the account before the owner’s death.

(11) “State” includes any state of the United States, the District of Columbia, the Commonwealth of Puerto Rico and any territory or possession subject to the legislative authority of the United States. [1991 c.306 §1; 2007 c.514 §1]

Source: Section 59.535 — Definitions for ORS 59.535 to 59.585 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 63.661 — OR Code / Title 7 / Chapter 63 / Section 63.661
63.661 Grounds for judicial dissolution
Status: in_force

(1) A circuit court may dissolve a limited liability company:

(a) In a proceeding by the Attorney General if the court finds that:

(A) The limited liability company filed articles of organization with fraudulent intent, with fraudulent information or in a manner that otherwise indicates fraud;

(B) The limited liability company has continued to exceed or abuse the authority conferred upon the limited liability company by law; or

(C) The limited liability company is a shell entity. For purposes of this subparagraph:

(i) A court may find that a limited liability company is a shell entity if the court determines that the limited liability company was used or organized for an illegal purpose, was used or organized to defraud or deceive a person or a governmental agency or was used or organized to fraudulently conceal any business activity from another person or a governmental agency; and

(ii) The Attorney General may make a prima facie showing that a limited liability company is a shell entity by stating in an affidavit that:

(I) The limited liability company did not provide a name or address required by the Secretary of State, or the name or address the limited liability company provided was false, fraudulent or inadequate;

(II) The limited liability company’s articles of organization, a record the limited liability company must keep under ORS 63.771 (Limited liability company records) or the limited liability company’s annual report is false, fraudulent or inadequate;

(III) A public body, as defined in ORS 174.109 (“Public body” defined) , attempted to communicate with, or serve legal process upon, the limited liability company at the address or by means of other contact information the limited liability company provided to the Secretary of State, but the limited liability company failed to respond; or

(IV) The Attorney General has other evidence that shows that the limited liability company was used or organized for an illegal purpose, was used or organized to defraud or deceive a person or a governmental agency or was used or organized to fraudulently conceal any business activity from another person or a governmental agency.

(b) In a proceeding by or for a member if the court finds that it is not reasonably practicable to carry on the business of the limited liability company in conformance with the articles of organization or any operating agreement.

(c) In a proceeding by the limited liability company to have the limited liability company’s voluntary dissolution continued under court supervision.

(2) In addition to subjecting a limited liability company to dissolution under subsection (1)(a)(C) of this section, a finding that a limited liability company is a shell entity has the following effects:

(a) A court may rebuttably presume that the limited liability company’s filings with the Secretary of State constitute a false claim, as defined in ORS 180.750 (Definitions) , in any action the Attorney General brings against the limited liability company under ORS 180.760 (Civil action for violation) and may award to the Attorney General reasonable attorney fees and the costs of investigation, preparation and litigation if the Attorney General prevails in the action; and

(b) A public body, as defined in ORS 174.109 (“Public body” defined) , in any proceeding against the limited liability company, may move to enjoin a member, manager or other person that exercises significant direction or control over the limited liability company from engaging in commercial activity in this state, including but not limited to incorporating or organizing another entity in this state.

(3) A limited liability company may affirmatively defend against an allegation that the limited liability company is a shell entity by showing that the limited liability company, within 60 days after receiving a request to provide or correct a name, address or other information required for a filing or in articles of organization, a record the limited liability company must keep or an annual report, or within 60 days after the date of a request to respond to a communication or service of process, provided or corrected the name, address or other information or responded to the communication or service of process. [1993 c.173 §66; 2017 c.705 §24]

Source: Section 63.661 — Grounds for judicial dissolution; finding that limited liability company is shell entity; prima facie showing by Attorney General; effects; affirmative defenses , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 62.115 — OR Code / Title 7 / Chapter 62 / Section 62.115
62.115 Purposes for which cooperatives may be organized
Status: in_force

Cooperatives may be organized under this chapter for any lawful purpose or purposes, except for the purpose of banking or insurance. [1957 c.716 §3]

Source: Section 62.115 — Purposes for which cooperatives may be organized , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.401 — OR Code / Title 7 / Chapter 60 / Section 60.401
60.401 Court-ordered indemnification
Status: in_force

Unless the corporation’s articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification if it determines:

(1) The director is entitled to mandatory indemnification under ORS 60.394 (Mandatory indemnification) , in which case the court shall also order the corporation to pay the director’s reasonable expenses incurred to obtain court-ordered indemnification; or

(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in ORS 60.391 (Authority to indemnify directors) or was adjudged liable as described in ORS 60.391 (Authority to indemnify directors) (4), whether the liability is based on a judgment, settlement or proposed settlement or otherwise. [1987 c.52 §98]

Source: Section 60.401 — Court-ordered indemnification , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.567 — OR Code / Title 7 / Chapter 60 / Section 60.567
60.567 Dissenters’ notice
Status: in_force

(1) If a proposed corporate action that creates dissenters’ rights under ORS 60.554 (Right to dissent) is authorized at a shareholders’ meeting, the corporation shall deliver a written dissenters’ notice to all shareholders who satisfied the requirements of ORS 60.564 (Notice of intent to demand payment) . If a proposed corporate action that creates dissenters’ rights under ORS 60.554 (Right to dissent) is authorized by written consent without a meeting in accordance with ORS 60.211 (Action without meeting) (1)(b), the corporation shall deliver a written dissenters’ notice to all shareholders who are entitled to assert dissenters’ rights.

(2) The dissenters’ notice must be sent no later than 10 days after the corporate action was taken, and must:

(a) State where the payment demand must be sent and where and when certificates for certificated shares must be deposited.

(b) Inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received.

(c) Supply a form for demanding payment that includes the date of the first announcement of the terms of the proposed corporate action to news media or to shareholders and requires that the person asserting dissenters’ rights certify whether or not the person acquired beneficial ownership of the shares before that date.

(d) Set a date by which the corporation must receive the payment demand. This date may not be fewer than 30 nor more than 60 days after the date on which the notice described in subsection (1) of this section is delivered.

(e) Be accompanied by 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 §129; 2015 c.28 §7]

Source: Section 60.567 — Dissenters’ notice , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.181 — OR Code / Title 7 / Chapter 60 / Section 60.181
60.181 Distributions to shareholders
Status: in_force

(1) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (3) of this section.

(2) If the board of directors does not fix the record date for determining shareholders entitled to a distribution, other than a date involving a purchase, redemption or other acquisition of the corporation’s shares, it is the date the board of directors authorizes the distribution.

(3) A distribution may be made only if, after giving it effect, in the judgment of the board of directors:

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

(b) The corporation’s total assets would at least equal the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

(4) The board of directors may base a determination that a distribution is not prohibited under subsection (3) of this section either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

(5) The effect of a distribution under subsection (3) of this section is measured:

(a) In the case of distribution by purchase, redemption or other acquisition of the corporation’s shares, as of the earlier of the date the money or other property is transferred or debt incurred by the corporation or the date the shareholder ceases to be a shareholder with respect to the acquired shares;

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

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

(6) A corporation’s indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation’s indebtedness to its general unsecured creditors, unless the shareholder agrees to subordination or the corporation grants the shareholder a security interest or other lien against corporate assets to secure the indebtedness. [1987 c.52 §48; 1989 c.1040 §13]

Source: Section 60.181 — Distributions to shareholders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.685 — OR Code / Title 7 / Chapter 62 / Section 62.685
62.685 Effect of filing articles of dissolution
Status: in_force

When the Secretary of State has filed the articles of dissolution, the existence of the cooperative ceases, except for the purpose of suits, other proceedings and appropriate corporate action, including adopting a plan of merger, by members, shareholders, directors and officers as provided in this chapter. [1957 c.716 §55; 1981 c.633 §66; 1985 c.728 §73; 1987 c.94 §91; 2011 c.147 §8]

Source: Section 62.685 — Effect of filing articles of dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 62.295 — OR Code / Title 7 / Chapter 62 / Section 62.295
62.295 Officers
Status: in_force

(1) The principal officers of a cooperative are a president, one or more vice presidents as prescribed in the bylaws, a secretary and a treasurer. These officers shall be elected annually by the board at such time and in such manner as the bylaws provide. The offices of secretary and treasurer may be combined in one person. At least one principal officer must be a director of the cooperative. The manager of a cooperative may hold the office of president or any other office.

(2) The bylaws may provide for a chairperson of the board of directors. The offices of chairperson and president may be combined in one person. However, notwithstanding subsection (1) of this section, a person who is not a director may not serve as chairperson of the board of directors.

(3) Any other officer may be chosen by the board.

(4) All officers shall have such authority and perform such duties as the bylaws provide, or as the board may determine, not inconsistent with the bylaws. Any officer may be removed by the board whenever in its judgment the best interests of the cooperative will be served thereby. Election or appointment shall not of itself create contract rights. [1957 c.716 §26; 1969 c.312 §1; 1981 c.542 §4]

Source: Section 62.295 — Officers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.816 — OR Code / Title 7 / Chapter 60 / Section 60.816
60.816 Short title
Status: in_force

ORS 60.801 (Definitions for ORS 60.801 to 60.816) to 60.813 (Dissenters’ rights) shall be known and may be cited as the “Oregon Control Share Act.” [1989 c.4 §6]

Note: See note under 60.801 (Definitions for ORS 60.801 to 60.816) .

Source: Section 60.816 — Short title , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.177 — OR Code / Title 7 / Chapter 65 / Section 65.177
65.177 Delegates
Status: in_force

(1) A corporation may provide in the corporation’s articles of incorporation or bylaws for delegates having some or all of the authority of members.

(2) The articles of incorporation or bylaws may set forth provisions relating to:

(a) The characteristics, qualifications, rights, limitations and obligations of delegates, including the selection and removal of delegates;

(b) Providing notice to and calling, holding and conducting meetings of delegates; and

(c) Carrying on corporate activities during and between meetings of delegates. [1989 c.1010 §51; 2019 c.174 §37]

Source: Section 65.177 — Delegates , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.391 — OR Code / Title 7 / Chapter 60 / Section 60.391
60.391 Authority to indemnify directors
Status: in_force

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

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

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

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

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

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

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

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

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

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

(6) Intentionally left blank —Ed.

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

(b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a corporation may eliminate or impair a director’s right to indemnification if at the time the act or omission occurred the corporation’s articles of incorporation or bylaws explicitly authorized the corporation to eliminate or impair the right after an act or omission occurs. [1987 c.52 §95; 2011 c.227 §1]

Source: Section 60.391 — Authority to indemnify directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.810 — OR Code / Title 7 / Chapter 60 / Section 60.810
60.810 Acquiring person statement
Status: in_force

(1) Any acquiring person who proposes to make or has made a control share acquisition may at the person’s election deliver an acquiring person statement to the issuing public corporation at the issuing public corporation’s principal office. The acquiring person statement shall set forth all of the following:

(a) The identity of the acquiring person and each other member of any acquiring group of which the person is a member.

(b) A statement that the acquiring person statement is given pursuant to ORS 60.801 (Definitions for ORS 60.801 to 60.816) to 60.816 (Short title) .

(c) The number of voting shares of the issuing public corporation owned, directly or indirectly, by the acquiring person and each member of the acquiring group, and the acquisition dates and acquisition prices of all such shares acquired in a control share acquisition and within 90 days prior to the date of delivery of the acquiring person statement.

(d) The number of additional voting shares of which the acquiring person and each member of the acquiring group has the power to direct the voting other than solely through the holding of an immediately revocable proxy, the identities of the owners of the voting shares and a description of the transaction or transactions in which the voting power was acquired.

(e) If the control share acquisition has not taken place, a description in reasonable detail of the terms of the proposed control share acquisition, including the number of voting shares being sought, the price or range of prices to be paid for the voting shares being sought, the source of financing for the acquisition, whether or not the acquisition will be made by means of a tender offer and, if so, whether the tender offer will be for all outstanding voting shares.

(f) Any plans of the acquiring person for a merger or other fundamental corporate change involving the issuing public corporation.

(2) If the acquiring person requests at the time of delivery of an acquiring person statement and gives an undertaking to pay the corporation’s expenses of a special meeting, the directors of the issuing public corporation shall, within 10 days after receipt by the corporation of the acquiring person statement, call a special meeting of shareholders of the issuing public corporation for the purpose of considering the voting rights to be accorded the voting shares acquired or to be acquired in the control share acquisition. Unless otherwise specified by the board of directors, no other business shall be conducted at a special meeting of shareholders called under this section.

(3) Unless the acquiring person agrees in writing to another date, the special meeting of shareholders shall be held no sooner than 30 days and no later than 50 days after receipt by the issuing public corporation of the request.

(4) If no request is made, the voting rights to be accorded the voting shares acquired in the control share acquisition shall be presented to the next special or annual meeting of shareholders that is held more than 60 days after the date of the control share acquisition.

(5) If a special meeting is requested, notice of the special meeting of shareholders shall be given as promptly as reasonably practicable by the issuing public corporation to all shareholders of record as of the record date set for the meeting, whether or not the shareholders are entitled to vote at the meeting. The board of directors shall fix the record date.

(6) Notice of the special or annual shareholder meeting at which the voting rights are to be considered must include or be accompanied by all of the following:

(a) A copy of the acquiring person statement delivered to the issuing public corporation pursuant to ORS 60.801 (Definitions for ORS 60.801 to 60.816) to 60.816 (Short title) .

(b) A statement authorized by the board of directors of the corporation of the position or recommendation of the board, or that the board is taking no position or making no recommendation, with respect to the proposed control share acquisition.

(c) A description of the dissenters’ rights that may result from the vote of shareholders.

(7) To the extent the acquiring person makes any representations in the acquiring person statement or any other communication to the shareholders of the issuing public corporation relating to transactions or other actions to be effected after the shareholder vote on voting rights for control shares acquired by the acquiring person, any approval of voting rights shall be conditioned upon the completion of those transactions or actions as represented and shall be void if the transactions or actions are not effected as represented.

(8) An acquiring person whose voting rights for control shares are denied by the shareholders may request another special meeting of shareholders in accordance with this section to consider those voting rights no sooner than six months after the meeting at which voting rights were denied. [1989 c.4 §4; 1991 c.7 §3]

Note: See note under 60.801 (Definitions for ORS 60.801 to 60.816) .

Source: Section 60.810 — Acquiring person statement; shareholder meeting , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 70.067 — OR Code / Title 7 / Chapter 70 / Section 70.067
70.067 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. [1995 c.215 §17]

Source: Section 70.067 — Forms; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 65.331 — OR Code / Title 7 / Chapter 65 / Section 65.331
65.331 Removal of designated or appointed directors
Status: in_force

(1) A designated director may be removed by an amendment to the articles of incorporation or bylaws that deletes or changes the designation.

(2) Intentionally left blank —Ed.

(a) Except as otherwise provided in the articles of incorporation or bylaws, an appointed director may be removed with or without cause by the person that appointed the director or by the board of directors.

(b) The person that removes the appointed director shall give written notice of the removal to the appointed director and, if the person that removes the appointed director is the person that appointed the director, to either the presiding officer of the board or the corporation’s president or secretary.

(c) Removal of an appointed director is effective when the notice is effective under ORS 65.034 (Notice) unless the notice specifies a future effective date. [1989 c.1010 §78; 2019 c.174 §57]

Source: Section 65.331 — Removal of designated or appointed directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 70.505 — OR Code / Title 7 / Chapter 70 / Section 70.505
70.505 Conversion
Status: in_force

(1) Intentionally left blank —Ed.

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

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

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

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

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

(b) The converting limited partnership approves a plan of conversion;

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

(d) Intentionally left blank —Ed.

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

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

(e) The limited partnership complies with any requirements that the laws of the other jurisdiction impose with respect to the conversion.

(3) A plan of conversion must set forth:

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

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

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

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

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

(4) The plan of conversion may set forth other provisions relating to the conversion. [1999 c.362 §57; 2001 c.315 §20; 2003 c.80 §24; 2011 c.147 §23]

Source: Section 70.505 — Conversion , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 70.520 — OR Code / Title 7 / Chapter 70 / Section 70.520
70.520 Effect of conversion
Status: in_force

(1) When a conversion to or from a limited partnership pursuant to ORS 70.505 (Conversion) takes effect:

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

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

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

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

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

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

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

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

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

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

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

(a) In the case of a limited partnership, a limited partner who did not vote in favor of the conversion is considered to be a partner who has withdrawn from the limited partnership effective immediately upon the effective date of the conversion unless, within 60 days after the later of the effective date of the conversion or the date the partner receives notice of the conversion, the partner notifies the partnership of the partner’s desire not to withdraw. A withdrawal under this paragraph is not a wrongful withdrawal; and

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

(3) Unless the converted business entity is a partnership, the registration of an assumed business name of a business entity under ORS chapter 648 shall continue as the assumed business name of the converted business entity. If the converted business entity is a partnership, the converting business entity shall amend or cancel the registration of the assumed business name under ORS chapter 648, and the partners of the partnership shall register the name as an assumed business name under ORS chapter 648. [1999 c.362 §60; 2001 c.315 §6]

Source: Section 70.520 — Effect of conversion; assumed business name , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.594 — OR Code / Title 7 / Chapter 60 / Section 60.594
60.594 Court costs and counsel fees
Status: in_force

(1) The court in an appraisal proceeding commenced under ORS 60.591 (Court action) shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under ORS 60.587 (Procedure if shareholder dissatisfied with payment or offer) .

(2) The court may also assess the fees and expenses of counsel and experts of the respective parties in amounts the court finds equitable:

(a) Against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of ORS 60.561 (Notice of dissenters’ rights) to 60.587 (Procedure if shareholder dissatisfied with payment or offer) ; or

(b) Against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this chapter.

(3) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to counsel reasonable fees to be paid out of the amount awarded the dissenters who were benefited. [1987 c.52 §137]

Source: Section 60.594 — Court costs and counsel fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.351 — OR Code / Title 7 / Chapter 60 / Section 60.351
60.351 Quorum and voting
Status: in_force

(1) Unless the articles of incorporation or bylaws requires a greater number or a lesser number as authorized under subsection (2) of this section, a quorum of a board of directors consists of:

(a) If the corporation has a fixed board size, a majority of the fixed number of directors; or

(b) If the corporation has a variable-range size board, a majority of the number of directors prescribed, or if no number is prescribed, a majority of the number in office immediately before the meeting begins.

(2) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (1) of this section.

(3) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.

(4) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

(a) The director objects at the beginning of the meeting, or promptly upon the director’s arrival, to holding the meeting or transacting business at the meeting;

(b) The director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or

(c) The director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. [1987 c.52 §83]

Source: Section 60.351 — Quorum and voting , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.135 — OR Code / Title 7 / Chapter 62 / Section 62.135
62.135 Bylaws
Status: in_force

The initial bylaws of a cooperative shall be adopted by its board of directors. Power to alter, amend or repeal the bylaws or adopt new bylaws is vested in the members of the cooperative. Bylaws may contain any provisions for the regulation and management of the affairs of the cooperative not inconsistent with law or the articles. [1957 c.716 §8]

Source: Section 62.135 — Bylaws , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 63.717 — OR Code / Title 7 / Chapter 63 / Section 63.717
63.717 Name of foreign limited liability company
Status: reserved

(1) Except as provided in subsections (2) and (3) of this section, the Secretary of State shall not authorize a foreign limited liability company to transact business in this state if the name of the foreign limited liability company does not conform to ORS 63.094 (Limited liability company name) .

(2) The name of the foreign limited liability company must contain a word or abbreviation required by ORS 63.094 (Limited liability company name) unless the name contains some other word, phrase or abbreviation that the laws of the place of organization require to denote a limited liability company.

(3) If a limited liability company name, corporate name, professional corporate name, nonprofit corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered name or assumed business name of active record with the office is not distinguishable on the records of the office from the name of the applicant foreign limited liability company, the Secretary of State shall not authorize the applicant to transact business in this state unless the foreign limited liability company states its name on the application for authority to transact business in this state under ORS 63.707 (Application for authority to transact business) as (name under which organized), a limited liability company of (place of organization), the entirety of which shall be the real and true name of the foreign limited liability company in this state under ORS chapter 648.

(4) If a foreign limited liability company authorized to transact business in this state changes its name to one that does not satisfy the requirements of this section, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of this section and ORS 63.711 (Amendment to application for authority) . [1993 c.173 §80]

Source: Section 63.717 — Name of foreign limited liability company , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 63.437 — OR Code / Title 7 / Chapter 63 / Section 63.437
63.437 Restated articles of organization
Status: in_force

(1) The managers of a manager-managed limited liability company may restate its articles of organization at any time with or without member action.

(2) The restatement may include one or more amendments to the articles of organization. If the restatement includes an amendment requiring member approval, it must be adopted as provided in ORS 63.444 (Amendment by members) .

(3) A limited liability company restating its articles of organization shall deliver to the office for filing articles of restatement setting forth the name of the limited liability company and the text of the restated articles of organization together with a certificate setting forth:

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

(b) If the restatement contains an amendment to the articles of organization requiring member approval, the information required by ORS 63.434 (Amendment to articles of organization) .

(4) Restated articles of organization shall contain all statements required to be included in the initial articles of organization except that no statement is required to be made with respect to:

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

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

(5) Duly adopted restated articles of organization supersede the initial articles of organization and all amendments to them. [1993 c.173 §72; 1999 c.86 §13]

Source: Section 63.437 — Restated articles of organization , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 70.610 — OR Code / Title 7 / Chapter 70 / Section 70.610
70.610 Annual report
Status: in_force

(1) A domestic limited partnership and a foreign limited partnership registered to transact business in this state shall submit for filing an annual report to the office of the Secretary of State that includes:

(a) The name of the domestic or foreign limited partnership and the state or country under the law of which the domestic or foreign limited partnership is formed;

(b) The street address of the domestic or foreign limited partnership’s registered office in this state and the name of the domestic or foreign limited partnership’s registered agent at the registered office;

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

(d) A description of the primary business activity of the domestic or foreign limited partnership;

(e) The location of the office in which the records described in ORS 70.050 (Records required in office in state) are kept;

(f) A mailing address to which the Secretary of State may mail notices required by this chapter; and

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

(2) The annual report must be on forms prescribed and furnished by the Secretary of State. The information contained in the annual report must be current as of 30 days before the anniversary of the domestic or foreign limited partnership.

(3) The annual report must be signed by at least one general partner, or by an agent of a general partner, if the general partner authorizes the agent to sign the document, or if the domestic or foreign limited partnership is in the hands of a receiver or trustee, the receiver or trustee must sign the annual report on behalf of the partnership.

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

(5) If the Secretary of State finds that the report conforms to the requirements of this chapter and all fees have been paid, the Secretary of State shall file the report.

(6) Intentionally left blank —Ed.

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

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

(B) A statement with the change if the update occurs before the domestic or foreign limited partnership files the first annual report.

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

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

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

(B) The information as changed. [Formerly 70.460; 2001 c.104 §23; 2001 c.315 §37; 2007 c.186 §12; 2011 c.147 §24; 2013 c.159 §13; 2015 c.27 §4]

Source: Section 70.610 — Annual report; updates; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 59.720 — OR Code / Title 7 / Chapter 59 / Section 59.720
59.720 Application of ORS 59.710 to 59.830 to real estate contracts and brokers
Status: in_force

The provisions of ORS 59.710 (Definitions for ORS 59.710 to 59.830) to 59.830 (Self-incrimination by witness) shall not apply to any contract, agreement, sale, purchase, lease, conveyance or mortgage pertaining to real estate situated in this state, nor to the business of real estate brokers or principal real estate brokers, as defined in ORS 696.010 (Definitions) , in so far as such business pertains to real estate located in this state. [Amended by 2001 c.300 §53]

Source: Section 59.720 — Application of ORS 59.710 to 59.830 to real estate contracts and brokers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.747 — OR Code / Title 7 / Chapter 60 / Section 60.747
60.747 Reinstatement of authority
Status: in_force

(1) A foreign corporation which has had its authority revoked under ORS 60.737 (Grounds for revocation) may apply to the Secretary of State for reinstatement within five years from the date of revocation. The application shall:

(a) State the name of the corporation and the effective date its authority was revoked; and

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

(2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section, that the information is correct and that the corporation’s name satisfies the requirements of ORS 60.717 (Corporate name of foreign corporation) , the Secretary of State shall reinstate the authority.

(3) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation of authority and the corporation resumes carrying on its business as if the administrative revocation of authority had never occurred. [1989 c.1040 §33; 1995 c.215 §8]

Source: Section 60.747 — Reinstatement of authority , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.222 — OR Code / Title 7 / Chapter 65 / Section 65.222
65.222 Action by written ballot
Status: in_force

(1) Unless prohibited or limited by the articles of incorporation or bylaws, any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.

(2) A written ballot must:

(a) Set forth each proposed action; and

(b) Provide an opportunity to vote for or against each proposed action.

(3) Intentionally left blank —Ed.

(a) Approval by written ballot pursuant to this section is valid only when:

(A) The number of votes cast by ballot equals or exceeds any quorum required to be present at a meeting authorizing the action; and

(B) The number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

(b) For the purposes of this subsection, the number of votes cast by ballot constitutes a quorum if the number of members who attend a meeting constitutes a quorum.

(4) All solicitations for votes by written ballot must:

(a) Indicate the number of responses needed to meet the quorum requirements;

(b) State the percentage of approvals necessary to approve each matter other than election of directors; and

(c) Specify a reasonable time by which a ballot must be received by the corporation in order to be counted.

(5) Except as otherwise provided in the articles of incorporation or bylaws, a written ballot may not be revoked. [1989 c.1010 §59; 2019 c.174 §43]

Source: Section 65.222 — Action by written ballot , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 59.740 — OR Code / Title 7 / Chapter 59 / Section 59.740
59.740 Conducting bucket shop or repeatedly making forbidden contracts
Status: in_force

No person shall as owner, keeper, proprietor or person in charge of, or as officer, director, stockholder, agent, servant, correspondent or representative of any person, keep, conduct or operate any bucket shop, or knowingly permit or induce any person, whether acting in the person’s own right or as officer, agent, servant, correspondent or representative of another, to make, offer to make therein, or assist in making or in offering to make therein, any of the contract specified in ORS 59.730 (Making contract involving securities without intending a bona fide sale or purchase) , more than once and in the course of continuing or repeated transactions.

Source: Section 59.740 — Conducting bucket shop or repeatedly making forbidden contracts , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.487 — OR Code / Title 7 / Chapter 60 / Section 60.487
60.487 Action on plan of merger or share exchange
Status: in_force

(1) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger, except as provided in subsection (7) of this section, or share exchange for approval by its shareholders.

(2) For a plan of merger or share exchange to be approved:

(a) The board of directors shall direct by resolution that the plan of merger or share exchange be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting; and

(b) The shareholders entitled to vote must approve the plan.

(3) The board of directors may condition its submission of the proposed merger or share exchange on any basis.

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

(5) Unless this chapter, the articles of incorporation or the board of directors, acting pursuant to subsection (3) of this section, requires a greater vote or a vote by voting groups, the plan of merger or share exchange to be authorized shall be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.

(6) Separate voting by voting groups is required:

(a) On a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation, would require action by one or more separate voting groups on the proposed amendment under ORS 60.441 (Voting on amendments by voting groups) , except that separate voting by a voting group is not required if:

(A) Under the plan of merger, the shares that constitute the voting group are to be converted into shares, obligations, other securities, cash or other property with a value at least equal to the value the shares would receive in a liquidation of the corporation. For purposes of determining the value the shares would receive in a liquidation of the corporation, the value of property available for distribution to all shareholders in the liquidation shall be assumed to be equal to the total value of shares, obligations, other securities, cash or other property into which all shares of the corporation are to be converted under the plan of merger; or

(B) The articles of incorporation provide that the voting group is not entitled to vote separately on a plan of merger; and

(b) On a plan of share exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.

(7) Action by the shareholders of the surviving corporation on a plan of merger is not required if:

(a) The articles of incorporation of the surviving corporation will not differ, except for amendments enumerated in ORS 60.434 (Amendment by board of directors) , from its articles before the merger;

(b) Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations and relative rights, immediately after;

(c) The number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20 percent the total number of voting shares of the surviving corporation outstanding immediately before the merger; and

(d) The number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20 percent the total number of participating shares outstanding immediately before the merger.

(8) As used in subsection (7) of this section:

(a) “Participating shares” means shares that entitle their holders to participate without limitation in distributions.

(b) “Voting shares” means shares that entitle their holders to vote unconditionally in elections of directors.

(9) After a merger or share exchange is authorized, and at any time before articles of merger or share exchange are filed, the planned merger or share exchange may be abandoned, subject to any contractual rights, without further shareholder action, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors.

(10) If a party to a plan of merger is a business entity other than a corporation, approval of the plan, and abandonment of the plan after approval, shall be in accordance with the statutes governing that business entity. [1987 c.52 §117; 1989 c.1040 §28; 1991 c.883 §10; 1993 c.403 §7; 1999 c.362 §12]

Source: Section 60.487 — Action on plan of merger or share exchange , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.051 — OR Code / Title 7 / Chapter 63 / Section 63.051
63.051 Organization
Status: in_force

(1) Unless a delayed effective date is specified in the articles of organization, the limited liability company’s existence begins when the articles of organization are filed by the Secretary of State.

(2) The Secretary of State’s filing of the articles of organization is conclusive proof that all conditions precedent to organization were satisfied except in a proceeding by the state to cancel or revoke the organization or involuntarily dissolve the limited liability company. [1993 c.173 §16]

Source: Section 63.051 — Organization , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 63.487 — OR Code / Title 7 / Chapter 63 / Section 63.487
63.487 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 limited liability company, by a majority vote of its members, or by a greater vote if required by its articles of organization or any operating agreement.

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

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

(b) By a party to the merger that is not a limited liability company, 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. [1993 c.173 §91; 1999 c.362 §37]

Source: Section 63.487 — Action on plan of merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.263 — OR Code / Title 7 / Chapter 65 / Section 65.263
65.263 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 65.266 (Ratification by board of directors) or validates the defective corporate action in accordance with ORS 65.278 (Articles of validation) .

(2) Ratification under ORS 65.266 (Ratification by board of directors) or validation under ORS 65.278 (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 65.260 (Definitions for ORS 65.260 to 65.281) to 65.281 (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. [2019 c.325 §12]

Source: Section 65.263 — Defective corporate action; ratification or validation; effective date , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 59.710 — OR Code / Title 7 / Chapter 59 / Section 59.710
59.710 Definitions for ORS 59.710 to 59.830
Status: in_force

As used in ORS 59.710 (Definitions for ORS 59.710 to 59.830) to 59.830 (Self-incrimination by witness) , unless the context indicates otherwise:

(1) “Security,” “securities” or “securities or commodities,” mean and include all evidences of debt or property and options for their purchase, shares in any corporation or association, bonds, coupons, scrip, rights, choses in action, and other evidences of debt or property, and options for their purchase, or anything movable that is bought and sold.

(2) “Broker” means and includes every person who in this state engages, either for all or part of the person’s time, in the business of selling any securities or commodities, or purchasing, or otherwise acquiring securities or commodities from another for the purpose of reselling them or offering them for sale to the public; or in the business of offering, buying or selling, or otherwise dealing or trading in securities or commodities, as agent or principal, for commission or at a profit; and every person who deals in futures or differences in market quotations of prices or values of any securities or commodities, or accepts margins on purchases or sales, or pretended purchases or sales of securities or commodities.

(3) “Bucket shop” means any building, or any room, apartment, booth, office or store therein, or any other place where any contract prohibited by ORS 59.710 (Definitions for ORS 59.710 to 59.830) to 59.830 (Self-incrimination by witness) is made or offered to be made more than once and in the course of continuing or repeated transactions.

(4) “Bonds” includes the bonds or other evidences of debt of a corporation, company or association.

Source: Section 59.710 — Definitions for ORS 59.710 to 59.830 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.404 — OR Code / Title 7 / Chapter 60 / Section 60.404
60.404 Determination and authorization of indemnification
Status: in_force

(1) A corporation may not indemnify a director under ORS 60.391 (Authority to indemnify directors) unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in ORS 60.391 (Authority to indemnify directors) .

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

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

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

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

(d) By the shareholders.

(3) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (2)(c) of this section to select counsel. [1987 c.52 §99]

Source: Section 60.404 — Determination and authorization of indemnification , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.250 — OR Code / Title 7 / Chapter 67 / Section 67.250
67.250 Purchase of dissociated partner’s interest
Status: in_force

(1) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under ORS 67.290 (Events causing dissolution and winding up of partnership business) , the partnership shall cause the dissociated partner’s interest in the partnership to be purchased for a buyout price determined pursuant to subsection (2) of this section.

(2) The buyout price of a dissociated partner’s interest is an amount equal to the fair value of the dissociated partner’s interest in the partnership on the date of the dissociation. If the dissociated partner has a minority interest in the partnership, the buyout price of the dissociated partner’s interest shall not be discounted as a result of such minority interest. Interest must be paid from the date of dissociation to the date of payment.

(3) Damages for wrongful dissociation under ORS 67.225 (Partner’s power to dissociate) (2) and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, must be offset against the buyout price. Interest must be paid from the date the amount owed becomes due to the date of payment.

(4) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under ORS 67.255 (Dissociated partner’s power to bind and liability to partnership) . On application by the partnership or a partner made within 120 days after the date of dissociation, a court may determine that indemnification of the dissociated partner against all partnership liabilities incurred before the dissociation is not equitable based on either:

(a) The financial condition of the partnership on the date of dissociation; or

(b) The dissolution of the partnership within 60 days after the date of dissociation.

(5) If no agreement for the purchase of a dissociated partner’s interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (3) of this section.

(6) If a deferred payment is authorized under subsection (8) of this section, the partnership shall tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (3) of this section, stating the time of payment and the other terms and conditions of the obligation.

(7) The payment or tender required by subsection (5) or (6) of this section must be accompanied by the following:

(a) A statement of partnership assets and liabilities as of the date of dissociation;

(b) The latest available partnership balance sheet and income statement, if any;

(c) An explanation of how the estimated amount of the payment was calculated; and

(d) Written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (3) of this section or other terms of the obligation to purchase.

(8) A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment bears interest but need not be secured unless the dissociated partner demonstrates to the satisfaction of the court that security for the deferred payment is appropriate.

(9) A dissociated partner may maintain an action against the partnership, pursuant to ORS 67.160 (Actions by partnership and partners) (3)(b)(B), to determine the buyout price of that partner’s interest, any offsets under subsection (3) of this section or other terms of the obligation to purchase. The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay, or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner’s interest and any offset due under subsection (3) of this section and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (8) of this section, the court shall also determine whether security for deferred payment is appropriate and the other terms of the obligation to purchase. The court may assess reasonable attorney fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously or not in good faith. The finding may be based on the partnership’s failure to tender payment or an offer to pay or to comply with subsection (7) of this section. [1997 c.775 §30]

Source: Section 67.250 — Purchase of dissociated partner’s interest , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 59.490 — OR Code / Title 7 / Chapter 59 / Section 59.490
59.490 Notifications to third parties
Status: in_force

(1) If a qualified individual 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, the qualified individual may notify any third party who was previously designated by the vulnerable person to receive information from the qualified individual regarding the vulnerable person, or whom the qualified individual is otherwise permitted to notify under state or federal law or customer agreement.

(2) Disclosure may not be made under this section to any third party that is suspected of actual or attempted financial exploitation or other abuse of the vulnerable person. [2017 c.514 §4]

Source: Section 59.490 — Notifications to third parties , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 70.060 — OR Code / Title 7 / Chapter 70 / Section 70.060
70.060 Authority of partner to do business with limited partnership
Status: in_force

Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner. [1985 c.677 §8]

Source: Section 70.060 — Authority of partner to do business with limited partnership , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 63.077 — OR Code / Title 7 / Chapter 63 / Section 63.077
63.077 General powers
Status: in_force

(1) Unless its articles of organization provide otherwise, the duration of a limited liability company shall be perpetual.

(2) Unless its articles of organization provide otherwise, and subject to the provisions of ORS 63.074 (Purposes) (2), each limited liability company organized under this chapter may:

(a) Sue and be sued, and complain and defend in all courts in its own name;

(b) Purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal in or with real or personal property or any interest in real or personal property, wherever situated;

(c) Sell, convey, mortgage, pledge, create a security interest in, lease, exchange or transfer, and otherwise dispose of all or any part of its property or assets;

(d) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, otherwise dispose of, and otherwise use or deal in or with other interests in or obligations of any other entity;

(e) Make contracts or guarantees, incur liabilities, borrow money, issue its notes or other obligations that may be convertible into other securities of the limited liability company or include the option to purchase other securities of the limited liability company, or secure any of its obligations by mortgage or pledge of any of its property, franchises or income;

(f) Lend money, invest or reinvest its funds, or receive and hold real or personal property as security for repayment of funds so loaned, invested or reinvested;

(g) Be a promoter, incorporator, general partner, limited partner, member, associate or manager of any partnership, joint venture, trust or other entity;

(h) Conduct its business, locate offices and exercise the powers granted by this chapter within or without this state;

(i) Elect or appoint managers, employees or agents of the limited liability company, define their duties, fix their compensation and lend them money and credit;

(j) Make and alter an operating agreement, not inconsistent with its articles of organization or with the laws of this state, for managing its business and regulating its affairs;

(k) Pay pensions and establish pension plans, profit-sharing plans, and benefit or incentive plans for any or all of its current or former managers, members, employees and agents;

(L) Make donations for the public welfare or for charitable, scientific or educational purposes;

(m) Transact any lawful business that will aid governmental policy;

(n) Indemnify a member or manager or any other person as and to the extent not inconsistent with the provisions of this chapter;

(o) Cease its activities and dissolve; and

(p) Have and exercise all powers and do every other act not inconsistent with law which is necessary or convenient to promote and effect any or all of the purposes for which the limited liability company is organized. [1993 c.173 §20; 1997 c.646 §2]

Source: Section 63.077 — General powers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 63.031 — OR Code / Title 7 / Chapter 63 / Section 63.031
63.031 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. [1993 c.173 §12]

Source: Section 63.031 — Powers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 58.141 — OR Code / Title 7 / Chapter 58 / Section 58.141
58.141 Rights and duties of foreign professional corporation and shareholders
Status: in_force

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

(2) A foreign professional corporation shareholder who practices within this state has the same but no greater rights and the same but no greater privileges as a domestic professional corporation shareholder and, except as otherwise provided in this chapter, is subject to the same duties, restrictions, penalties and liabilities imposed on a domestic professional corporation shareholder.

(3) The filing by the Secretary of State of an application or amendment to the application for authority to transact business shall constitute authorization to transact business in this state, subject to the approval by the applicable regulatory board or boards and subject to the right of the Secretary of State to revoke the authorization. [1993 c.235 §30]

Source: Section 58.141 — Rights and duties of foreign professional corporation and shareholders; authority to transact business , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 65.627 — OR Code / Title 7 / Chapter 65 / Section 65.627
65.627 Transfer or conveyance of assets as part of dissolution
Status: in_force

(1) A public benefit corporation or religious corporation may not transfer or convey assets as part of a dissolution until 30 days after the public benefit corporation or religious corporation has notified the Attorney General in accordance with subsection (2) of this section or until the Attorney General in writing has consented to the transfer or conveyance or indicated that the Attorney General will not take action with respect to the transfer or conveyance, whichever is earlier.

(2) A public benefit corporation or religious corporation shall give the Attorney General written notice that the public benefit corporation or religious corporation intends to dissolve at or before the time the public benefit corporation or religious corporation delivers articles of dissolution to the Secretary of State. The notice must include a copy or summary of the plan of dissolution.

(3) After all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board of directors shall deliver to the Attorney General a list showing the persons to whom the assets were transferred or conveyed. The list must indicate the addresses of each person who received assets and indicate what assets each received. [1989 c.1010 §132; 2019 c.174 §90]

Source: Section 65.627 — Transfer or conveyance of assets as part of dissolution; notice to Attorney General , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 59.991 — OR Code / Title 7 / Chapter 59 / Section 59.991
59.991 Criminal penalties for ORS 59.005 to 59.505, 59.710 to 59.830, 59.991 and 59.995
Status: in_force

(1) Except as provided in subsection (3) of this section, violation of any provision of ORS 59.005 (Short title) to 59.505 (Provision of records to law enforcement and certain state agencies) , 59.710 (Definitions for ORS 59.710 to 59.830) to 59.830 (Self-incrimination by witness) , 59.991 (Criminal penalties for ORS 59.005 to 59.505, 59.710 to 59.830, 59.991 and 59.995) and 59.995 (Civil penalties for ORS 59.005 to 59.505, 59.710 to 59.830 and 59.991) or any rule adopted by the Director of the Department of Consumer and Business Services under ORS 59.005 (Short title) to 59.505 (Provision of records to law enforcement and certain state agencies) , 59.710 (Definitions for ORS 59.710 to 59.830) to 59.830 (Self-incrimination by witness) , 59.991 (Criminal penalties for ORS 59.005 to 59.505, 59.710 to 59.830, 59.991 and 59.995) and 59.995 (Civil penalties for ORS 59.005 to 59.505, 59.710 to 59.830 and 59.991) , except ORS 59.315 (Oaths and subpoenas in proceedings before director) (2) or 59.810 (Delivery to customer of true statement of purchase or sale made by broker) , is a Class B felony.

(2) Violation of ORS 59.315 (Oaths and subpoenas in proceedings before director) (2) or 59.810 (Delivery to customer of true statement of purchase or sale made by broker) is a Class A misdemeanor.

(3) This section does not apply to a failure to file a notice and pay a fee under ORS 59.049 (Federal covered securities exempt from registration) (1), (2) or (3), nor to a failure to file a notice and pay a fee pursuant to ORS 59.165 (Licensing of broker-dealers, investment advisers and salespersons required) (7), nor to a failure to pay a fee pursuant to ORS 59.175 (Procedures for notice filing and licensing) (9), nor to a violation of any rule adopted by the director under ORS 59.049 (Federal covered securities exempt from registration) (1), (2) or (3) or 59.165 (Licensing of broker-dealers, investment advisers and salespersons required) (7). [1967 c.537 §35; 1981 c.292 §5; 1987 c.603 §24; 1997 c.772 §28; 1999 c.53 §5; 2017 c.313 §5]

Source: Section 59.991 — Criminal penalties for ORS 59.005 to 59.505, 59.710 to 59.830, 59.991 and 59.995; exceptions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 63.651 — OR Code / Title 7 / Chapter 63 / Section 63.651
63.651 Procedure
Status: in_force

(1) If the Secretary of State determines that one or more grounds exist under ORS 63.647 (Grounds for administrative dissolution) for dissolving a limited liability company, the Secretary of State shall give the limited liability company written notice of the determination.

(2) If the limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State, within 45 days after notice is given, that each of the grounds that the Secretary of State has determined to be a ground for the dissolution does not exist, the Secretary of State shall dissolve the limited liability company.

(3) A limited liability company administratively dissolved continues the limited liability company’s existence but may not carry on any activities except activities that are necessary or appropriate to wind up and liquidate the limited liability company’s business and affairs under ORS 63.637 (Effect of dissolution) and notify claimants under ORS 63.641 (Known claims against dissolved limited liability company) and 63.644 (Unknown claims against dissolved limited liability company) .

(4) The administrative dissolution of a limited liability company does not terminate the authority of the limited liability company’s registered agent. [1993 c.173 §63; 1993 c.173 §106; 2013 c.159 §9]

Source: Section 63.651 — Procedure; effect of administrative dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 63.117 — OR Code / Title 7 / Chapter 63 / Section 63.117
63.117 Resignation of registered agent
Status: in_force

(1) A registered agent 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 limited liability company. 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 limited liability company under subsection (1) of this section shall be addressed to the limited liability company at its mailing address or its principal office as shown by the records of the office of the Secretary of State.

(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 limited liability company shall sooner appoint a successor registered agent as provided in ORS 63.114 (Change of registered office or registered agent) thereby terminating the capacity of such agent. [1993 c.173 §26; 1993 c.173 §105]

Source: Section 63.117 — Resignation of registered agent , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.487 — OR Code / Title 7 / Chapter 65 / Section 65.487
65.487 Action on plan of merger by board, members and third persons
Status: in_force

(1) Unless this chapter, a corporation’s articles of incorporation, bylaws or the corporation’s board of directors or members, acting in accordance with subsection (3) of this section, require a greater vote or voting by class, adoption of a plan of merger requires, with respect to each corporation party to the merger, approval:

(a) By the board of directors;

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

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

(2) Unless the articles of incorporation or bylaws provide for, or the board of directors or members acting in accordance with subsection (3) of this section require, a greater vote or voting by class, and if the corporation does not have members entitled to vote on the merger, the board of directors must approve the merger. 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 proposed merger.

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

(4) If the board of directors seeks to have the members approve the plan 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 plan of merger and must contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation must include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of each disappearing corporation must include a copy or summary of the articles of incorporation and bylaws that will be in effect immediately after the merger takes effect.

(5) If the board seeks to have the members approve the plan by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation must include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of each disappearing corporation must include a copy or summary of the articles of incorporation and bylaws that will be in effect immediately after the merger takes effect.

(6) Unless the articles of incorporation or bylaws provide for, or the board of directors or members acting in accordance with subsection (3) of this section require, a greater vote or voting by class, voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to the articles of incorporation, would entitle the class of members to vote as a class on the proposed amendment under ORS 65.441 (Class voting by members on amendments) . The plan must be approved by a class of members of a mutual benefit corporation by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less, or by a majority of the votes cast, if the corporation is a public benefit corporation or religious corporation.

(7) After a plan of merger is approved, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights, without further action by members or other persons who approved the plan, in accordance with the procedure set forth in the plan of merger or, if the plan does not set forth a procedure, in the manner determined by the board of directors. [1989 c.1010 §120; 2019 c.174 §83]

Source: Section 65.487 — Action on plan of merger by board, members and third persons , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 70.235 — OR Code / Title 7 / Chapter 70 / Section 70.235
70.235 Allocation of profits and losses
Status: in_force

The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value of the contributions made by each partner, as stated in the partnership records required to be kept pursuant to ORS 70.050 (Records required in office in state) , to the extent they have been received by the partnership and have not been returned. [1985 c.677 §30; 1987 c.543 §20]

Source: Section 70.235 — Allocation of profits and losses , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 59.175 — OR Code / Title 7 / Chapter 59 / Section 59.175
59.175 Procedures for notice filing and licensing
Status: in_force

(1) The Director of the Department of Consumer and Business Services by rule shall establish procedures for notice filings required of federal covered investment advisers as well as procedures for licensing broker-dealers, state investment advisers, investment adviser representatives and salespersons. The director may coordinate notice filings or licensing with any national registration, licensing or notice filing system.

(2) The director may require an applicant for a license as a broker-dealer or state investment adviser, including the applicant’s partners, directors, officers or any person occupying a similar status or performing similar functions, and any person directly or indirectly controlling such applicant and a person for whom application for a license as a salesperson or investment adviser representative is made, to pass an examination on such person’s knowledge and understanding of the Oregon Securities Law and the securities business. The director may establish by rule a fee for the examination.

(3) The director may make such further examination of the applicant and the applicant’s affairs as the director deems advisable and may require by rule or order that the applicant publish an announcement of the application in such manner as the director may specify.

(4) Intentionally left blank —Ed.

(a) Except as otherwise provided in paragraph (b) or (c) of this subsection, every applicant for a license as a broker-dealer or state investment adviser shall file with the director a corporate surety bond or irrevocable letter of credit issued by an insured institution as defined in ORS 706.008 (Additional definitions for Bank Act) or such other security as the director may approve by rule running to the State of Oregon in a sum to be established by rule of the director, but in no event more than $100,000.

(b) Licensed broker-dealers subject to section 15 of the Securities Exchange Act of 1934, as amended, are not required to comply with paragraph (a) of this subsection, nor are such licensed broker-dealers required to comply with any net capital requirements imposed by the director by rule or otherwise.

(c) A licensed state investment adviser who has its principal place of business in a state other than this state shall be exempt from the requirements of paragraph (a) of this subsection and from any net capital requirements imposed by the director by rule or otherwise, as long as the licensed state investment adviser is:

(A) Registered or licensed as a state investment adviser in the state where it maintains its principal place of business; and

(B) In compliance with the bonding or net capital requirements of the state where it maintains principal place of business.

(5) Intentionally left blank —Ed.

(a) Except as otherwise provided in paragraph (b) or (c) of this subsection, every applicant for a license or renewal of a license as a broker-dealer or state investment adviser shall file with the director proof that the applicant maintains an errors and omissions insurance policy in an amount of at least $1 million from an insurer authorized to transact insurance in this state or from any other insurer approved by the director according to standards established by rule.

(b) A licensed broker-dealer subject to section 15 of the Securities Exchange Act of 1934, as amended, is not required to comply with paragraph (a) of this subsection.

(c) A licensed state investment adviser who has its principal place of business in a state other than this state is exempt from the requirements of paragraph (a) of this subsection.

(6) Intentionally left blank —Ed.

(a) Subject to paragraph (b) of this subsection, if the application, surety bond, irrevocable letter of credit or other security, errors and omissions insurance policy and fees are in order and the director is satisfied that the application should not be denied upon one or more of the grounds specified in ORS 59.205 (Grounds for denying, suspending, revoking or imposing condition or restriction on license) to 59.225 (Cancellation of license or application) , the director shall license the broker-dealer, state investment adviser, salesperson or investment adviser representative.

(b) If the director determines under ORS 59.205 (Grounds for denying, suspending, revoking or imposing condition or restriction on license) or 59.215 (Action against applicant or licensee for act or omission of associate) that a condition or restriction should apply to the license, the director, at the time the license is issued, shall specify in writing to the licensee the condition or restriction applicable to the license.

(7) A licensee under ORS 59.165 (Licensing of broker-dealers, investment advisers and salespersons required) shall amend the license application when there are material changes in the information contained in the original application.

(8) An applicant for or a person holding a license issued under ORS 59.005 (Short title) to 59.505 (Provision of records to law enforcement and certain state agencies) may file with the director a trade name, as defined in ORS 647.005 (Definitions) , or an assumed business name, as defined in ORS 648.005 (Definitions) . The trade name or assumed business name shall be filed in a form and manner established by rule by the director. If the application is complete and the fee described in subsection (9) of this section is paid, the director shall issue an order authorizing the licensee to operate under the trade name or assumed business name. The order shall remain in effect until canceled, suspended or revoked.

(9) The director shall charge and collect fees for:

(a) An application for a license as a broker-dealer or state investment adviser;

(b) An application to renew a license as a broker-dealer or state investment adviser;

(c) An application for a license as a salesperson;

(d) An application to renew a license as a salesperson;

(e) An application for a license as an investment adviser representative;

(f) An application to renew a license as an investment adviser representative;

(g) A notice filing for a federal covered investment adviser;

(h) A notice filing renewal for a federal covered investment adviser; and

(i) A filing for use of a trade name or an assumed business name.

(10) Intentionally left blank —Ed.

(a) The director shall set the fees described in subsection (9) of this section in an amount that the director determines is equal as nearly as possible to the national midpoint for similar fees charged by all other state regulatory agencies within the United States responsible for regulating securities.

(b) The director may adjust the amount of a fee described in subsection (9) of this section every two years to reflect changes in the national midpoint for a similar fee.

(c) In determining the national midpoint for similar fees under this section, the director may consider national midpoints determined by the North American Securities Administrators Association, the National Association of Securities Dealers or the United States Securities and Exchange Commission.

(11) Except as provided in this subsection, the fees under this section are not refundable. The director may provide for a method of equitably adjusting the payment of fees for broker-dealers, federal covered investment advisers, state investment advisers, salespersons and investment adviser representatives when the director determines that the changes in filing periods and expiration dates under ORS 59.185 (Expiration of license) are not equitable for the person making the payment. [1967 c.537 §18; 1969 c.137 §4; 1971 c.624 §3; 1985 c.349 §17; 1987 c.603 §11; 1989 c.197 §9; 1991 c.331 §16; 1993 c.508 §31; 1997 c.631 §376; 1997 c.772 §16; 1999 c.53 §3; 2001 c.32 §2; 2003 c.270 §5; 2003 c.785 §4; 2017 c.313 §1]

Source: Section 59.175 — Procedures for notice filing and licensing; rules; examination; bond, letter of credit or other security; insurance; filing trade name or assumed business name; fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 63.777 — OR Code / Title 7 / Chapter 63 / Section 63.777
63.777 Scope of inspection right
Status: in_force

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

(2) The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic or other means.

(3) The limited liability company 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 limited liability company may comply with a member’s demand to inspect the record of members by providing the member with a list of members that was compiled no earlier than the date of the member’s demand. [1993 c.173 §97]

Source: Section 63.777 — Scope of inspection right , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.992 — OR Code / Title 7 / Chapter 60 / Section 60.992
60.992 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. [Formerly 60.990; 2013 c.158 §23]

Source: Section 60.992 — Penalty for signing false document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.044 — OR Code / Title 7 / Chapter 60 / Section 60.044
60.044 Incorporators
Status: in_force

One or more individuals 18 years of age or older, a domestic or foreign corporation, a partnership or an association may act as incorporators of a corporation by delivering articles of incorporation to the office for filing. [1987 c.52 §15]

Source: Section 60.044 — Incorporators , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 59.125 — OR Code / Title 7 / Chapter 59 / Section 59.125
59.125 Effect of notice of offer to repay purchaser
Status: in_force

(1) Except as provided in subsection (3) of this section, no action or suit may be commenced under ORS 59.115 (Liability in connection with sale or successful solicitation of sale of securities) if the purchaser has received before suit a written notice as outlined in subsection (2) of this section.

(2) The notice shall contain:

(a) An offer to pay the amount specified in ORS 59.115 (Liability in connection with sale or successful solicitation of sale of securities) (2)(a) upon tender of the security; and

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

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

(a) If the purchaser owned the security when the notice was received, accepted the payment offer within 30 days after its receipt, and has not been paid the full amount offered; or

(b) If the purchaser did not own the security when the notice was received and, within 30 days after receipt, gave written notice of inability to tender back the security.

(4) An offer to repay the purchaser pursuant to this section involves the offer or sale of a security. The transaction must be registered under ORS 59.055 (Conditions of offer and sale of securities) unless there is an exemption from the registration requirement or a notice is filed under ORS 59.049 (Federal covered securities exempt from registration) . [1967 c.537 §13(6); 1985 c.349 §14; 1997 c.772 §10]

Source: Section 59.125 — Effect of notice of offer to repay purchaser; exceptions; registration of transaction , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 65.057 — OR Code / Title 7 / Chapter 65 / Section 65.057
65.057 Organization of corporation
Status: in_force

(1) After incorporation:

(a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors, with notice as provided in ORS 65.344 (Call and notice of meetings) , to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting.

(b) If initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators with equivalent notice to that specified in ORS 65.344 (Call and notice of meetings) :

(A) To complete the organization of the corporation and to elect directors; or

(B) To elect a board of directors whose election completes the organization of the corporation.

(2) Action required or permitted by this chapter to be taken by incorporators or directors 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 or director, in accordance with the procedures of ORS 65.341 (Action without meeting) .

(3) An organizational meeting may be held in or out of this state. [1989 c.1010 §24; 2015 c.278 §2; 2019 c.174 §19]

Source: Section 65.057 — Organization of corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.234 — OR Code / Title 7 / Chapter 65 / Section 65.234
65.234 Adjournment
Status: in_force

Unless otherwise provided in the articles of incorporation or bylaws, a majority of votes represented at a meeting of members, whether or not a quorum, may adjourn the meeting from time to time to a different time and place without further notice to any member of any adjournment, except as such notice may be required by ORS 65.214 (Notice of meeting) (4). At the adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting originally held. [1989 c.1010 §68]

Source: Section 65.234 — Adjournment , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.724 — OR Code / Title 7 / Chapter 60 / Section 60.724
60.724 Change of registered office or registered agent of foreign corporation
Status: in_force

(1) A foreign corporation authorized to transact business in this state may change the foreign 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 foreign corporation;

(b) Specifies the street 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 a statement 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 foreign corporation for which the agent is the registered agent by delivering:

(a) A signed written notice of the change to the foreign 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 foreign corporation. [1987 c.52 §162; 2017 c.55 §15]

Source: Section 60.724 — Change of registered office or registered agent of foreign corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 70.145 — OR Code / Title 7 / Chapter 70 / Section 70.145
70.145 Powers of limited partner
Status: in_force

Each limited partner may:

(1) Inspect and copy any of the partnership records required to be maintained by ORS 70.050 (Records required in office in state) .

(2) Obtain from the general partners from time to time upon reasonable demand:

(a) True and full information regarding the state of the business and financial condition of the limited partnership;

(b) A copy of the limited partnership’s federal, state and local income tax returns for each year promptly after they become available; and

(c) Other information regarding the affairs of the limited partnership as is just and reasonable. [1985 c.677 §22]

Source: Section 70.145 — Powers of limited partner , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 67.342 — OR Code / Title 7 / Chapter 67 / Section 67.342
67.342 Conversion
Status: in_force

(1) Intentionally left blank —Ed.

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

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

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

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

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

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

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

(d) Intentionally left blank —Ed.

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

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

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

(3) The plan of conversion must set forth:

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

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

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

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

(e) If the business entity after conversion is not a partnership, any additional information that the statutes that govern converted business entities of the type into which the business entity converted require in the organizational document of the converted business entity.

(4) The plan of conversion may set forth other provisions relating to the conversion. [1999 c.362 §42; 2001 c.315 §18; 2003 c.80 §22; 2011 c.147 §17]

Source: Section 67.342 — Conversion , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 62.777 — OR Code / Title 7 / Chapter 62 / Section 62.777
62.777 Membership powers
Status: in_force

(1) No capital shares other than membership shares shall be given voting power in an employee cooperative, except as otherwise provided in ORS 62.765 (Definitions for ORS 62.765 to 62.792) to 62.792 (Short title) or in the articles of incorporation.

(2) The power to amend or repeal bylaws of an employee cooperative shall be in the members only, except to the extent that directors are authorized to amend or repeal the bylaws.

(3) Voting on amendments to the articles of incorporation of an employee cooperative shall be limited to the members, except that amendments adversely affecting the rights of shareholders may not be adopted without the vote of such shareholders. [1987 c.677 §17]

Source: Section 62.777 — Membership powers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 63.094 — OR Code / Title 7 / Chapter 63 / Section 63.094
63.094 Limited liability company name
Status: reserved

(1) The name of a limited liability company must contain the words “limited liability company” or the abbreviation “L.L.C.” or “LLC.”

(2) A limited liability company name may not contain the word or abbreviation “cooperative,” “corporation,” “corp.,” “incorporated,” “Inc.,” “limited partnership,” “L.P.,” “LP,” “Ltd.,” “limited liability partnership,” “L.L.P.” or “LLP” or any derivation of any of the words or abbreviations specified in this subsection.

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

(4) A limited liability company name must be distinguishable upon the records of the Office of the Secretary of State from any other limited liability company name, corporate name, professional corporate name, nonprofit corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered corporate name or assumed business name of active record with the office.

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

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

(7) The provisions of this section do not:

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

(b) Derogate from the common law, the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect trade names. [1993 c.173 §21; 1995 c.93 §5; 2013 c.159 §8]

Source: Section 63.094 — Limited liability company name , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 63.664 — OR Code / Title 7 / Chapter 63 / Section 63.664
63.664 Procedure for judicial dissolution
Status: in_force

(1) Venue for a proceeding by the Attorney General to dissolve a limited liability company lies in Marion County. Venue for a proceeding brought by any other party named in ORS 63.661 (Grounds for judicial dissolution) lies in the county where a limited liability company’s principal office is located or, if the principal office is not in this state, where its registered office is or was last located.

(2) It is not necessary to make members parties to a proceeding to dissolve a limited liability company unless relief is sought against them individually.

(3) A court in a proceeding brought to judicially dissolve a limited liability company may issue injunctions, appoint a receiver or a custodian with all powers and duties the court directs, and take other action required to preserve or liquidate the limited liability company’s assets wherever located or carry on the business of the limited liability company. [1993 c.173 §67]

Source: Section 63.664 — Procedure for judicial dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 62.992 — OR Code / Title 7 / Chapter 62 / Section 62.992
62.992 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 §6]

Source: Section 62.992 — Penalty for signing false document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.584 — OR Code / Title 7 / Chapter 60 / Section 60.584
60.584 After-acquired shares
Status: in_force

(1) A corporation may elect to withhold payment required by ORS 60.577 (Payment) from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters’ notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action.

(2) To the extent the corporation elects to withhold payment under subsection (1) of this section, after taking the proposed corporate action, it shall estimate the fair value of the shares plus accrued interest and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of such demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares an explanation of how the interest was calculated and a statement of the dissenter’s right to demand payment under ORS 60.587 (Procedure if shareholder dissatisfied with payment or offer) . [1987 c.52 §134]

Source: Section 60.584 — After-acquired shares , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.371 — OR Code / Title 7 / Chapter 60 / Section 60.371
60.371 Required officers
Status: in_force

(1) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws which shall include a president and a secretary.

(2) A duly appointed officer may appoint one or more officers or assistant officers if such appointment is authorized by the bylaws or the board of directors.

(3) The secretary shall have the responsibility for preparing minutes of the directors’ and shareholders’ meetings and for authenticating records of the corporation.

(4) The same individual may simultaneously hold more than one office in a corporation. [1987 c.52 §89]

Source: Section 60.371 — Required officers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.027 — OR Code / Title 7 / Chapter 63 / Section 63.027
63.027 Certificate of existence or authorization
Status: in_force

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

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

(a) The domestic limited liability company’s name or the foreign limited liability company’s name is registered in this state;

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

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

(d) An annual report required by ORS 63.787 (Annual report) has been filed by the Secretary of State within the preceding 14 months; and

(e) Articles of dissolution or an application for withdrawal have not been filed by the Secretary of State.

(3) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign limited liability company is in existence or is authorized to transact business in this state. [1993 c.173 §11]

Source: Section 63.027 — Certificate of existence or authorization , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 62.205 — OR Code / Title 7 / Chapter 62 / Section 62.205
62.205 Subscription agreement for shares or agreement to pay a membership fee
Status: in_force

(1) A subscription agreement for shares, including membership stock, of a cooperative, where the subscription is entered into before incorporation, or an agreement entered into before incorporation to pay a membership fee is irrevocable for six months unless:

(a) Otherwise provided by the subscription agreement or the agreement to pay a membership fee; or

(b) All subscribers or parties to all the agreements to pay a membership fee consent to the revocation.

(2) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, or if a party to an agreement to pay a membership fee defaults in the payment of money or property under an agreement to pay a membership fee entered into before incorporation, the cooperative may collect the amount owed as any other debt. Alternatively, unless the subscription agreement or agreement to pay a membership fee provides otherwise, the cooperative may rescind the agreement if the debt remains unpaid more than 20 days after the cooperative sends written demand for payment to the subscriber or the party. [1957 c.716 §16; 1995 c.195 §3]

Source: Section 62.205 — Subscription agreement for shares or agreement to pay a membership fee; default , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 67.205 — OR Code / Title 7 / Chapter 67 / Section 67.205
67.205 Partner’s transferable interest subject to charging order
Status: in_force

(1) On application by a judgment creditor of a partner or of a partner’s transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts and inquiries the judgment debtor might have made or that the circumstances of the case may require.

(2) A charging order constitutes a lien on the judgment debtor’s transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.

(3) At any time before foreclosure, an interest charged may be redeemed:

(a) By the judgment debtor;

(b) With property other than partnership property, by one or more of the other partners; or

(c) With partnership property, by one or more of the other partners with the consent of all the partners whose interests are not so charged.

(4) This chapter does not deprive a partner of a right under exemption laws with respect to the partner’s interest in the partnership.

(5) This section provides the exclusive remedy by which a judgment creditor of a partner or partner’s transferee may satisfy a judgment out of the judgment debtor’s transferable interest in the partnership. [1997 c.775 §26]

(Partner’s Dissociation)

Source: Section 67.205 — Partner’s transferable interest subject to charging order , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 59.770 — OR Code / Title 7 / Chapter 59 / Section 59.770
59.770 Manipulating market by pretended sales
Status: in_force

No person shall inflate, depress or cause fluctuations in, or attempt to inflate, depress or cause fluctuations in, or combine or conspire with any other person to inflate, depress or cause fluctuations in, the market prices of stocks or bonds, or of an issue or any part of an issue of such stocks or bonds, by means of pretended purchases and sales, or by any other fictitious transactions or devices, for or on account of any person, whereby either in whole or in part a simultaneous change of ownership of or interest in such stocks or bonds or of such issue or part of an issue thereof, is not effected. A pretended purchase or sale of any stocks or bonds whereby, in whole or in part, no simultaneous change of ownership or interest therein is effected, is prima facie evidence of the violation of this section by the person taking part in the pretended purchase or sale.

Source: Section 59.770 — Manipulating market by pretended sales , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 65.741 — OR Code / Title 7 / Chapter 65 / Section 65.741
65.741 Procedure for and effect of administrative revocation
Status: in_force

(1) If the Secretary of State determines that one or more grounds exist under ORS 65.737 (Grounds for administrative revocation) for revocation of authority of a foreign corporation to transact business in this state, the Secretary of State shall give the foreign corporation written notice of that determination.

(2) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State, within 45 days after notice is given, that each ground for revocation determined by the Secretary of State does not exist, the Secretary of State shall administratively revoke the foreign corporation’s authority, and in the case of a foreign corporation that would have been a public benefit corporation had it been incorporated in this state, shall notify the Attorney General in writing.

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

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

(5) Revocation of a foreign corporation’s authority to transact business in this state terminates the authority of the registered agent of the corporation. [1989 c.1010 §159; 1991 c.231 §12; 1993 c.190 §9]

Source: Section 65.741 — Procedure for and effect of administrative revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.111 — OR Code / Title 7 / Chapter 65 / Section 65.111
65.111 Registered office and registered agent
Status: in_force

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

(a) A registered agent, who must be:

(A) An individual who resides in this state;

(B) A corporation, domestic business corporation, domestic limited liability company or domestic professional corporation with an office in this state; or

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

(b) A registered office of the corporation, which must be the residence or office address of the registered agent.

(2) A registered office under this section must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office. [1989 c.1010 §35; 2001 c.315 §29; 2017 c.705 §27]

Source: Section 65.111 — Registered office and registered agent , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.074 — OR Code / Title 7 / Chapter 60 / Section 60.074
60.074 Purposes
Status: in_force

(1) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business 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 business that is subject to regulation under another statute of the state may not be incorporated under this chapter if the business must be organized under the other statute. [1987 c.52 §22; 1989 c.1040 §8; 2017 c.705 §11]

Source: Section 60.074 — Purposes; prohibition on illegal purposes , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.610 — OR Code / Title 7 / Chapter 67 / Section 67.610
67.610 Effect of changes in partnership on limited liability partnership status and liability of partners
Status: in_force

(1) The status of a partnership as a limited liability partnership is not affected by changes, occurring after the filing of an application for registration, in the information stated in the application. The partnership is not required to amend or correct the application for registration with respect to the changes, but is required to provide accurate information in any annual report that is subsequently filed.

(2) The dissolution or winding up of a limited liability partnership does not affect the liability of a partner under ORS 67.105 (Partner’s liability) for any obligation incurred while the partnership was a limited liability partnership.

(3) The status of a partnership as a limited liability partnership is not affected by errors in the information stated in an application for registration. The partnership shall correct any errors in the application by amending its registration in accordance with subsection (4) of this section.

(4) Consistent with the provisions of this chapter, a limited liability partnership may amend its application for registration at any time. A limited liability partnership amending its application shall deliver the amendment to the office of the Secretary of State for filing. The amendment shall contain:

(a) The name of the limited liability partnership;

(b) The date of filing of the initial application for registration;

(c) The text of each amendment adopted; and

(d) The date of adoption of each amendment.

(5) An amendment of an application for registration is effective when filed or at a later effective date specified in the amendment. [1997 c.775 §58]

Source: Section 67.610 — Effect of changes in partnership on limited liability partnership status and liability of partners; amendment of application for registration , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 65.017 — OR Code / Title 7 / Chapter 65 / Section 65.017
65.017 Filing duty of Secretary of State
Status: in_force

(1) If a document delivered to the Secretary of State for filing satisfies the requirements of ORS 65.004 (Filing requirements) , the Secretary of State shall file the document.

(2) The Secretary of State files a document by accepting, reviewing and entering the document into the Secretary of State’s files, indicating on the document the date of filing and that the Secretary of State has filed the document. The time of filing is 12:01 a.m. on the date of filing. After filing a document, except a document described in ORS 65.114 (Change of registered office or registered agent) , 65.671 (Judgment of dissolution) , 65.674 (Deposit with State Treasurer) , 65.724 (Change of registered office or registered agent of foreign corporation) and 65.787 (Annual report) , the Secretary of State shall return an acknowledgment of filing to the corporation that filed the document or to a representative of the corporation.

(3) If the Secretary of State refuses to file a document, the Secretary of State shall return the document to the corporation that sought to file the document or to a representative of the corporation within 10 business days after the Secretary of State received the document, together with a brief written explanation of the reason or reasons for the refusal.

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

(a) Affect the validity or invalidity of the document in whole or in part except as provided in ORS 65.051 (Incorporation) ; or

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

(5) The Secretary of State’s refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect. [1989 c.1010 §8; 1999 c.486 §11; 2019 c.174 §10]

Source: Section 65.017 — Filing duty of Secretary of State , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.454 — OR Code / Title 7 / Chapter 65 / Section 65.454
65.454 Amendment pursuant to court order
Status: in_force

(1) A corporation’s articles of incorporation may be amended without approval by the board of directors, approval by the members entitled to vote on articles of incorporation or approval required pursuant to ORS 65.467 (Approval by third persons) :

(a) To carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute; or

(b) In a proceeding brought by the Attorney General to correct the statement in the articles of incorporation or the annual report with regard to whether the corporation is a public benefit corporation or mutual benefit corporation or, subject to the provisions of ORS 65.042 (Religious corporations) , a religious corporation.

(2) The articles of incorporation after amendment must contain only provisions required or permitted by ORS 65.047 (Articles of incorporation) .

(3) The individual or individuals designated by the court in a reorganization proceeding, or the Attorney General in a proceeding brought by the Attorney General, shall deliver to the Secretary of State for filing articles of amendment setting forth:

(a) The name of the corporation;

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

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

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

(e) A statement whether the court had jurisdiction of the proceeding under federal statute or under subsection (1)(b) of this section.

(4) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. [1989 c.1010 §113; 2019 c.174 §78]

Source: Section 65.454 — Amendment pursuant to court order , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.813 — OR Code / Title 7 / Chapter 60 / Section 60.813
60.813 Dissenters’ rights
Status: in_force

Unless otherwise provided in a corporation’s articles of incorporation or bylaws before a control share acquisition has occurred, in the event control shares acquired in a control share acquisition are accorded voting rights and the acquiring person or acquiring group owns, or has the power to direct the voting of, other than solely through the holding of immediately revocable proxies, voting shares with a majority or more of the total voting power of all voting shares, any holder of voting shares of the issuing public corporation who does not vote in favor of the restoration of voting rights shall be entitled to dissent from such restoration and obtain the fair value of the holder’s shares. ORS 60.551 (Definitions for ORS 60.551 to 60.594) and 60.557 (Dissent by nominees and beneficial owners) to 60.594 (Court costs and counsel fees) shall apply to dissenters’ rights created under this section, except that for purposes of this section, fair value may not be a value less than the highest price paid per share by the acquiring person or acquiring group in the control share acquisition. ORS 60.554 (Right to dissent) shall not apply to dissenters’ rights created under this section. [1989 c.4 §5]

Note: See note under 60.801 (Definitions for ORS 60.801 to 60.816) .

Source: Section 60.813 — Dissenters’ rights , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.164 — OR Code / Title 7 / Chapter 60 / Section 60.164
60.164 Shares without certificates
Status: in_force

(1) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.

(2) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by ORS 60.161 (Form and content of certificates) (2) and (3), and if applicable, ORS 60.167 (Restriction on transfer of shares and other securities) . [1987 c.52 §43]

Source: Section 60.164 — Shares without certificates , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.111 — OR Code / Title 7 / Chapter 63 / Section 63.111
63.111 Registered office and registered agent
Status: in_force

(1) A limited liability company shall continuously maintain in this state a registered agent and registered office that may be, but need not be, the same as any of the limited liability company’s places of business. The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office.

(2) A registered agent must be:

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

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

(c) A foreign limited liability company, foreign corporation, foreign professional corporation or foreign nonprofit corporation that is authorized to transact business in this state, the business office of which is identical to the registered office. [1993 c.173 §24; 2001 c.315 §27; 2013 c.158 §25; 2017 c.705 §22]

Source: Section 63.111 — Registered office and registered agent , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 67.755 — OR Code / Title 7 / Chapter 67 / Section 67.755
67.755 Procedure for and effect of revocation
Status: in_force

(1) If the Secretary of State determines that one or more grounds exist under ORS 67.750 (Grounds for revocation) for revocation of authority of a foreign limited liability partnership to transact business in this state, the Secretary of State shall give the foreign limited liability partnership written notice of the determination.

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

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

(4) The Secretary of State’s revocation of a foreign limited liability partnership’s authority to transact business in this state appoints the Secretary of State as the foreign limited liability partnership’s agent for service of process in any proceeding based on a cause of action which arose during the time the foreign limited liability partnership was authorized to transact business in this state. [1997 c.775 §76]

Source: Section 67.755 — Procedure for and effect of revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.201 — OR Code / Title 7 / Chapter 60 / Section 60.201
60.201 Annual meeting
Status: in_force

(1) Except as provided in subsection (4) of this section, a corporation shall hold an annual meeting of the shareholders at a time stated in or fixed in accordance with the bylaws.

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

(3) A failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action.

(4) If the articles of incorporation or bylaws of a corporation registered under the Investment Company Act of 1940, as amended, so provide, the corporation may not be required to hold an annual meeting in any year in which an election of directors is not required under the Investment Company Act of 1940, as amended. [1987 c.52 §49; 1991 c.883 §3; 1997 c.249 §24; 2013 c.274 §2]

Source: Section 60.201 — Annual meeting , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.157 — OR Code / Title 7 / Chapter 60 / Section 60.157
60.157 Share rights, options, warrants and other equity compensation
Status: in_force

(1) A corporation may issue rights, options or warrants for purchasing shares of the corporation. The board of directors shall determine the terms upon which the corporation issues the rights, options or warrants. The board shall also determine the form and content of the rights, options and warrants and the consideration for which the shares are to be issued.

(2) Rights, options or warrants issued to the holders of all shares of any class do not conflict with the provisions of ORS 60.131 (Authorized shares) (1) if the terms and conditions of the rights, options or warrants include restrictions or conditions that:

(a) Preclude or limit a person’s exercising, transferring or receiving rights, options or warrants if the person owns or offers to acquire a specified number or percentage of the outstanding stock or other securities of the corporation or any transferee of the person; or

(b) Invalidate or void the rights, options or warrants that the person or a transferee holds.

(3) Intentionally left blank —Ed.

(a) The board of directors may authorize one or more officers of the corporation to:

(A) Designate recipients of rights, options, warrants or other equity compensation awards for purchasing or receiving shares; and

(B) Determine, in accordance with amounts or limitations the board establishes, the number of, and the terms under which the recipient may receive, rights, options, warrants or other equity compensation awards.

(b) An officer to whom the board gives the authority described in this subsection may not use the authority to designate the officer or other persons the board identifies as ineligible to receive the rights, options, warrants or other equity compensation awards described in this subsection. [1987 c.52 §41; 1989 c.4 §10; 2013 c.201 §1]

Source: Section 60.157 — Share rights, options, warrants and other equity compensation; designation by officers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.870 — OR Code / Title 7 / Chapter 62 / Section 62.870
62.870 Notice to members of agricultural cooperative
Status: in_force

An agricultural cooperative organized and operating under ORS chapter 62 must send a notice to all members of the cooperative annually. The cooperative shall send a member the notice in February or with the member’s contract. The notice shall state that members may not file an agricultural produce lien under ORS 87.228 (Effect on agricultural services lien when payment for produce is made prior to filing of lien claim) and 87.700 (Definitions for ORS 87.228 and 87.700 to 87.736) to 87.736 (Form of notices filed under ORS 87.710 and certificates filed under ORS 87.735) against the cooperative. Failure by a cooperative to send the notice does not give a member lien rights against the cooperative. [2001 c.301 §4]

Note: 62.870 (Notice to members of agricultural cooperative) was enacted into law by the Legislative Assembly but was not added to or made a part of ORS chapter 62 or any series therein by legislative action. See Preface to Oregon Revised Statutes for further explanation.

Source: Section 62.870 — Notice to members of agricultural cooperative; date; contents; effect of failure to send notice , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 63.479 — OR Code / Title 7 / Chapter 63 / Section 63.479
63.479 Effect of conversion
Status: in_force

(1) When a conversion to or from a limited liability company pursuant to ORS 63.470 (Conversion) takes effect:

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

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

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

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

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

(f) Liability of an owner for obligations of the business entity shall be determined:

(A) As to liabilities incurred by the business entity prior to conversion, according to laws applicable prior to conversion; and

(B) As to liabilities incurred by the business entity after conversion, according to laws applicable after conversion, except as provided in paragraph (g) of this subsection;

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

(h) Unless the converted business entity is a partnership, the registration of an assumed business name of a business entity under ORS chapter 648 shall continue as the assumed business name of the converted business entity. If the converted business entity is a partnership, the converting business entity shall amend or cancel the registration of the assumed business name under ORS chapter 648, and the partners of the partnership shall register the name as an assumed business name under ORS chapter 648.

(2) Owners of the business entity that converted are entitled to:

(a) In the case of limited liability companies, only the rights provided in the plan of conversion; and

(b) In the case of owners of business entities other than limited liability companies, the rights provided in the plan of conversion and in the statutes applicable to the business entity prior to conversion, including, without limitation, any rights to dissent, to dissociate, to withdraw, to recover for breach of any duty or obligation owed by the other owners, and to obtain an appraisal or payment for the value of an owner’s interest. [1999 c.362 §35; 2001 c.315 §4]

Source: Section 63.479 — Effect of conversion; entity existence continues; assumed business name , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 63.016 — OR Code / Title 7 / Chapter 63 / Section 63.016
63.016 Forms
Status: in_force

Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed by this chapter. The Secretary of State may by rule require the use of the forms. [1993 c.173 §7; 1995 c.215 §10]

Source: Section 63.016 — Forms; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.278 — OR Code / Title 7 / Chapter 65 / Section 65.278
65.278 Articles of validation
Status: in_force

(1) If this chapter requires a corporation to file a ratification or approval of a defective corporate action, or would have required the corporation to file the ratification or approval at the time the corporation took the defective corporate action, the corporation shall submit to the Secretary of State articles of validation for filing. The Secretary of State’s filing the articles of validation amends, supplements or replaces, as appropriate, any previous filing with respect to the defective corporate action.

(2) Articles of validation must:

(a) Describe the defective corporate action that the articles of validation seek to amend, supplement or replace;

(b) Specify the date of the defective corporate action;

(c) Specify the nature of the failure of authorization;

(d) State that the corporation’s board of directors ratified the defective corporate action and that, if necessary, the members approved the ratification;

(e) List the dates of ratification and approval; and

(f) State the information provided in a notification under ORS 65.266 (Ratification by board of directors) .

(3) Intentionally left blank —Ed.

(a) If a corporation previously filed a document related to a defective corporate action but the articles of validation a corporation submits for filing under subsection (1) of this section do not need to change any information in the previously filed document to give effect to the corporation’s ratification of the defective corporate action, the articles of validation must have the information required under subsection (2) of this section and must:

(A) List the name and title or any other method by which the corporation identifies the previously filed document and the filing date for the previously filed document; and

(B) Include a copy of the previously filed document.

(b) If a corporation previously filed a document related to a defective corporate action and the articles of validation a corporation submits for filing under subsection (1) of this section must change information in the previously filed document to give effect to the corporation’s ratification of the defective corporate action, the articles of validation must have the information required under subsection (2) of this section and must:

(A) List the name and title or any other method by which the corporation identifies the previously filed document and the filing date for the previously filed document; and

(B) Include a copy of the previously filed document together with a document that specifies the necessary corrections to the previously filed document.

(c) If a corporation did not previously file a document related to a defective corporate action that a provision of this chapter would have required to be filed to give effect to the defective corporate action, the articles of validation a corporation submits for filing under subsection (1) of this section must have the information required under subsection (2) of this section and must include the document the corporation should have filed previously. [2019 c.325 §17]

Source: Section 65.278 — Articles of validation; filing with Secretary of State , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.444 — OR Code / Title 7 / Chapter 63 / Section 63.444
63.444 Amendment by members
Status: in_force

Except as otherwise provided in ORS 63.441 (Amendment by managers) or in the articles of organization or any operating agreement, all amendments to the articles of organization or any operating agreement must be approved unanimously by the members. Unless otherwise provided in the articles of organization or any operating agreement, the managers, if any, of the limited liability company may, but need not, propose or take a position recommending or disapproving any such proposed amendment. [1993 c.173 §74; 1995 c.93 §17; 1997 c.646 §9]

Source: Section 63.444 — Amendment by members , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 63.992 — OR Code / Title 7 / Chapter 63 / Section 63.992
63.992 Liability for certain actions in connection with operation of shell entity
Status: in_force

(1) A member, manager, employee or agent of a shell entity is liable for damages to a person that suffers an ascertainable loss of money or property as a result of the member, manager, employee or agent:

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

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

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

(2) A member, manager, employee or agent of a shell entity that engages in any of the actions described in subsection (1) of this section in a submission to, or an interaction with, a public agency, as defined in ORS 180.750 (Definitions) , makes a false claim and is subject to a civil action as provided in ORS 180.750 (Definitions) to 180.785 (Remedy not exclusive) . [2017 c.705 §6]

Source: Section 63.992 — Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 58.225 — OR Code / Title 7 / Chapter 58 / Section 58.225
58.225 Annual reports
Status: in_force

The annual report of a domestic or foreign professional corporation shall meet the requirements of the Oregon Business Corporation Act. [1969 c.592 §23; 1985 c.764 §6; 1987 c.94 §25; 1993 c.235 §14; 1995 c.215 §4; 1997 c.774 §9]

Source: Section 58.225 — Annual reports , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 62.286 — OR Code / Title 7 / Chapter 62 / Section 62.286
62.286 Loans to or guarantees for directors
Status: in_force

(1) Except as provided by subsection (3) of this section, a cooperative may not lend money to or guarantee the obligation of a director of the cooperative unless:

(a) The particular loan or guarantee is approved by a majority of the votes of all the members excluding the votes of any member who is a benefited director; or

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

(2) The fact that a loan or guarantee is made in violation of this section does not affect the borrower’s liability on the loan.

(3) This section does not apply to loans and guarantees authorized by statute regulating any special class of cooperatives. [1995 c.195 §10]

Source: Section 62.286 — Loans to or guarantees for directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 70.330 — OR Code / Title 7 / Chapter 70 / Section 70.330
70.330 Judgment of dissolution
Status: in_force

On application by or for a partner, the circuit court may enter a judgment for the dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement. [1985 c.677 §46; 2003 c.576 §332]

Source: Section 70.330 — Judgment of dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.737 — OR Code / Title 7 / Chapter 60 / Section 60.737
60.737 Grounds for revocation
Status: in_force

The Secretary of State may commence a proceeding under ORS 60.741 (Procedure for and effect of revocation) to revoke the authority of a foreign corporation to transact business in this state if:

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

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

(3) The foreign corporation fails to comply with an order from the Secretary of State under ORS 60.032 (Investigations of violations of chapter) (1);

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

(5) The foreign corporation does not inform the Secretary of State under ORS 60.724 (Change of registered office or registered agent of foreign corporation) or 60.727 (Resignation of registered agent of foreign corporation) that the corporation’s registered agent or registered office has changed, that the registered agent has resigned or that the registered office has been discontinued;

(6) An incorporator, director, officer or agent of the foreign corporation signed a document knowing the document was false in any material respect with intent that the document be delivered to the office for filing; or

(7) The Secretary of State receives a duly authenticated certificate from the official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that the foreign corporation has been dissolved or disappeared as the result of a merger. [1987 c.52 §166; 2017 c.705 §16]

Source: Section 60.737 — Grounds for revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.351 — OR Code / Title 7 / Chapter 65 / Section 65.351
65.351 Quorum and voting
Status: in_force

(1) Unless the articles of incorporation or bylaws require a greater number or a lesser number than the number authorized under subsection (2) of this section, a quorum of a board of directors consists of a majority of the number of directors in office immediately before the meeting begins.

(2) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the number of directors in office immediately before a meeting begins.

(3) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present when the act is taken is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors. A director is considered present regardless of whether the director votes or abstains from voting. Each director has one vote and may not vote by proxy.

(4) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

(a) The director objects at the beginning of the meeting, or promptly upon the director’s arrival, to holding the meeting or transacting the business at the meeting;

(b) The director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or

(c) The director delivers written notice of dissent or abstention to the presiding officer of the meeting before the meeting’s adjournment or to the corporation immediately after the meeting adjourns. The right of dissent or abstention is not available to a director who votes in favor of the action taken. [1989 c.1010 §86; 1991 c.231 §4; 2019 c.174 §64]

Source: Section 65.351 — Quorum and voting , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.225 — OR Code / Title 7 / Chapter 63 / Section 63.225
63.225 Right to distribution
Status: in_force

When a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution. [1993 c.173 §45]

Source: Section 63.225 — Right to distribution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 70.340 — OR Code / Title 7 / Chapter 70 / Section 70.340
70.340 Distribution of assets
Status: in_force

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

(1) To the extent permitted by law, to creditors, including partners who are creditors, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under ORS 70.250 (Entitlement to distributions) or 70.260 (Entitlements of withdrawing partner) .

(2) Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under ORS 70.250 (Entitlement to distributions) or 70.260 (Entitlements of withdrawing partner) .

(3) Except as provided in the partnership agreement, to partners as follows:

(a) First, for the return of their contributions; and

(b) Secondly, respecting their partnership interests, in the proportions in which the partners share in distributions. [1985 c.677 §48]

Source: Section 70.340 — Distribution of assets , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 63.259 — OR Code / Title 7 / Chapter 63 / Section 63.259
63.259 Rights of judgment creditor against member
Status: in_force

On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the membership interest. This chapter shall not deprive any member of the benefit of any exemption laws applicable to the member’s membership interest. [1993 c.173 §52]

Source: Section 63.259 — Rights of judgment creditor against member , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 62.809 — OR Code / Title 7 / Chapter 62 / Section 62.809
62.809 Requirements for membership in cooperative
Status: in_force

(1) A person may become a member of a manufactured dwelling park nonprofit cooperative if the person:

(a) Is a natural person;

(b) Owns a manufactured dwelling that is, or is to be, located in a manufactured dwelling park of the cooperative and occupied by the person;

(c) Pays the membership fee required by the cooperative; and

(d) Meets any additional membership qualifications established in the articles of incorporation or bylaws of the cooperative.

(2) A manufactured dwelling park nonprofit cooperative shall accept as a member any person who meets the qualifications described in subsection (1) of this section.

(3) Membership in a manufactured dwelling park nonprofit cooperative entitles the member to rent space for a manufactured dwelling in a manufactured dwelling park of the cooperative and to occupy the manufactured dwelling.

(4) The total number of memberships available for issuance by a manufactured dwelling park nonprofit cooperative may not exceed the number of manufactured dwelling spaces in the manufactured dwelling park of the cooperative. A cooperative shall create or issue one membership for each manufactured dwelling that is, or is to be, located in a manufactured dwelling park of the cooperative and occupied by the dwelling owner. A person may not own more than one membership in the same cooperative. A membership may not be issued to a person unless the person meets the qualifications for membership described in subsection (1) of this section.

(5) A cooperative shall issue memberships for a fee determined by the directors of the cooperative. The directors may periodically adjust the fee amount as provided in the articles of incorporation or bylaws of the cooperative. Except for periodic adjustments, the membership fee charged by the cooperative shall be the same for all members.

(6) A member may sell or redeem membership in the cooperative only to the cooperative. A member may not sell or redeem membership to the cooperative for more than the price the member paid for the membership.

(7) Except as provided in this section, the articles of incorporation or bylaws of the cooperative shall establish the methods for accepting and terminating membership and for the sale or redemption of a membership.

(8) Intentionally left blank —Ed.

(a) A member may sell to another person the member’s manufactured dwelling located in the manufactured dwelling park of a cooperative. The member selling the manufactured dwelling must arrange to sell or redeem the membership to the cooperative as described in subsection (6) of this section.

(b) A person that buys a manufactured dwelling located in the park of a cooperative from any person may apply to become a member of the cooperative.

(c) Except as provided in paragraph (d) of this subsection:

(A) If a member of the cooperative transfers title to a manufactured dwelling located in the park of the cooperative to a person other than a lienholder, and a new owner of the manufactured dwelling does not become a member of the cooperative within six months after the member transfers title, the owner of the manufactured dwelling must remove the manufactured dwelling from the park of the cooperative.

(B) If title to a manufactured dwelling located in the park of a cooperative is transferred to a lienholder, and a buyer of the manufactured dwelling from the lienholder or from a person that acquired title from the lienholder does not become a member of the cooperative within 12 months after title is transferred to the lienholder, the owner of the manufactured dwelling must remove the manufactured dwelling from the park of the cooperative.

(d) An owner of a manufactured dwelling is not required to remove the manufactured dwelling as described in paragraph (c) of this subsection if the cooperative agrees with the owner in writing to:

(A) Waive or extend the deadline by which the buyer or subsequent buyer must remove the manufactured dwelling; or

(B) Store the manufactured dwelling on the space for a specified period of time.

(e) Notwithstanding ORS 446.626 (Recording manufactured structures in county deed records) , if a manufactured dwelling located in a manufactured dwelling park of a cooperative was recorded in the county deed records before title to the manufactured dwelling was transferred from the record owner of the manufactured dwelling, the county shall continue to list the manufactured dwelling in the deed records until the earlier of:

(A) Twelve months after title is transferred from the record owner to a person other than a lienholder shown on the deed record for the manufactured dwelling, unless the county is notified that a subsequent buyer of the manufactured dwelling has become a member of the cooperative;

(B) Twelve months after title is transferred to a lienholder shown on the deed record for the manufactured dwelling, unless the county is notified that a subsequent buyer of the manufactured dwelling has become a member of the cooperative; or

(C) Issuance of a trip permit under ORS 446.631 (Process for moving manufactured structure) for moving the dwelling.

(9) If a newly created manufactured dwelling park originates as a manufactured dwelling park nonprofit cooperative, a manufactured dwelling owner must become a member of the cooperative before residing in the park. [2007 c.607 §5; 2009 c.609 §5; 2017 c.198 §6]

Source: Section 62.809 — Requirements for membership in cooperative; acceptance and entitlements of member; membership after sale of dwelling , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.374 — OR Code / Title 7 / Chapter 60 / Section 60.374
60.374 Duties 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 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. [1987 c.52 §90]

Source: Section 60.374 — Duties of officers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.437 — OR Code / Title 7 / Chapter 65 / Section 65.437
65.437 Amendment by board of directors and members
Status: in_force

(1) Unless this chapter, the articles of incorporation, bylaws, the members acting in accordance with subsection (2) of this section or the board of directors acting in accordance with subsection (3) of this section require a greater vote or voting by class, adopting an amendment to a corporation’s articles of incorporation requires approval:

(a) By the board if the corporation is a public benefit corporation or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors or the method or way in which directors are elected or selected;

(b) Except as provided in ORS 65.434 (Amendment by directors) (1), by the members entitled to vote on articles of incorporation of a mutual benefit corporation by at least two-thirds of the votes cast or a majority of the voting power, whichever is less, and for articles of incorporation of a public benefit corporation or religious corporation a majority of the votes cast; and

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

(2) The members entitled to vote on articles of incorporation may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis.

(3) If the board of directors initiates an amendment to the articles of incorporation or board approval is required by subsection (1) of this section to adopt an amendment to the articles of incorporation, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis. For the amendment to be adopted, the board of directors shall, except in those cases described in subsection (1)(a) of this section, adopt a resolution setting forth the proposed amendment and directing that the amendment be submitted to a vote at a meeting of members, which may be either an annual or special meeting.

(4) If the board of directors or the members entitled to vote on articles of incorporation seek to have the amendment approved by such members at a membership meeting, the corporation shall give notice to such members of the proposed membership meeting in writing in accordance with ORS 65.214 (Notice of meeting) . The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

(5) If the board of directors or the members entitled to vote on articles of incorporation seek to have the amendment approved by such members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the amendment. [1989 c.1010 §109; 2019 c.174 §74]

Source: Section 65.437 — Amendment by board of directors and members , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 56.006 — OR Code / Title 7 / Chapter 56 / Section 56.006
56.006 “Office” defined
Status: in_force

“Office,” when used in this chapter to refer to the administrative unit directed by the Secretary of State, means the Office of Secretary of State. [1987 c.414 §53]

Source: Section 56.006 — “Office” defined , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 60.654 — OR Code / Title 7 / Chapter 60 / Section 60.654
60.654 Reinstatement following administrative dissolution
Status: in_force

(1) A corporation that the Secretary of State administratively dissolved under ORS 60.651 (Procedure) may apply to the Secretary of State for reinstatement within five years from the date of dissolution. The application must:

(a) State the name of the corporation and the effective date of the corporation’s administrative dissolution; and

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

(2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section, that the information is correct and that the corporation’s name satisfies the requirements of ORS 60.094 (Corporate name) , the Secretary of State shall reinstate the corporation.

(3) When effective, the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on the corporation’s business as if the administrative dissolution had never occurred.

(4) The Secretary of State may waive the requirement under subsection (1) of this section that the corporation apply for reinstatement within five years after the date of administrative dissolution if the corporation requests the waiver and provides evidence of the corporation’s continued existence as an active concern during the period of administrative dissolution. [1987 c.52 §148; 1995 c.215 §7; 2011 c.147 §3]

Source: Section 60.654 — Reinstatement following administrative dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 56.037 — OR Code / Title 7 / Chapter 56 / Section 56.037
56.037 Authority of Secretary of State to refuse to file documents
Status: in_force

(1) The Secretary of State may refuse to file a document delivered for filing under ORS chapter 58, 60, 62, 63, 65, 67, 70, 79, 87, 194, 305, 465, 466, 475, 554, 596, 634, 647, 648, 657 or 713 or under ORS 30.630 (Filing copy of judgment with Secretary of State) , 80.115 (Requirements for effective financing statement) , 80.118 (Master list of farm products) or 128.595 (Annual report) if the document contains a Social Security number, a state identification number, a driver license number, a credit or debit card number or an account number that is not redacted.

(2) For purposes of this section, “redacted” means altered or truncated so that not more than the last four digits of a number are accessible. [2007 c.186 §2]

Source: Section 56.037 — Authority of Secretary of State to refuse to file documents , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 63.239 — OR Code / Title 7 / Chapter 63 / Section 63.239
63.239 Nature of membership interest
Status: in_force

A membership interest is personal property. A member is not a co-owner of and has no interest in specific limited liability company property. [1993 c.173 §48]

Source: Section 63.239 — Nature of membership interest , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 59.565 — OR Code / Title 7 / Chapter 59 / Section 59.565
59.565 Ownership on death of owner
Status: in_force

On death of a sole owner or the last to die of all multiple owners, ownership of securities registered in beneficiary form passes to the beneficiary or beneficiaries who survive all owners. On proof of death of all owners and compliance with any applicable requirements of the registering entity, a security registered in beneficiary form may be reregistered in the name of the beneficiary or beneficiaries who survived the death of all owners. Until division of the security after the death of all owners, multiple beneficiaries surviving the death of all owners hold their interests as tenants in common. If no beneficiary survives the death of all owners, the security belongs to the estate of the deceased sole owner or the estate of the last to die of all multiple owners. [1991 c.306 §7]

Source: Section 59.565 — Ownership on death of owner , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.967 — OR Code / Title 7 / Chapter 60 / Section 60.967
60.967 Corporations incorporated under special acts
Status: in_force

The shareholders of any private incorporation incorporated by any special Act of the Legislative Assembly before December 31, 1953, may incorporate themselves under this chapter at any time after June 15, 1987, while the corporation exists for the purpose of carrying on the enterprise, business, pursuit or occupation for which they were specially incorporated. The filing of the articles of incorporation shall be deemed a surrender of the special incorporation, but not of any vested right thereunder, and thereafter the corporation shall have the powers and privileges, and be subject to the liabilities and limitations provided by this chapter and not otherwise. [1987 c.52 §179; 1989 c.1040 §35]

Source: Section 60.967 — Corporations incorporated under special acts , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.021 — OR Code / Title 7 / Chapter 67 / Section 67.021
67.021 Filing duty of Secretary of State
Status: in_force

(1) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of ORS 67.011 (Filing requirements) , the Secretary of State shall file it.

(2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, the Secretary of State shall return an acknowledgment of filing to the limited liability partnership or foreign limited liability partnership or its representative.

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

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

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

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

(5) The refusal by the Secretary of State to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect. [Formerly 67.535]

Source: Section 67.021 — Filing duty of Secretary of State , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 62.655 — OR Code / Title 7 / Chapter 62 / Section 62.655
62.655 Voluntary dissolution by act of cooperative
Status: in_force

A cooperative may be dissolved by the act of the cooperative, when authorized in the following manner:

(1) The board shall adopt a resolution directing that the question of dissolution be submitted to a vote at a meeting of members, which may be either an annual or a special meeting.

(2) Written or printed notice shall be given to each member in the manner provided in ORS 62.255 (Meetings of members) for the giving of notice of meetings of members, and whether the meeting be an annual or special meeting, shall state that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the cooperative.

(3) At the meeting a vote of members shall be taken on a resolution to dissolve the cooperative. Adoption of the resolution shall be by affirmative vote of two-thirds of the member votes cast on that resolution. The articles may permit shareholders to vote on such a resolution for dissolution, and may fix the proportion of authorized shareholder votes required for adoption thereof. [1957 c.716 §49; 1965 c.631 §20]

Source: Section 62.655 — Voluntary dissolution by act of cooperative , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).