ORS § 60.787 — OR Code / Title 7 / Chapter 60 / Section 60.787
60.787 Annual report
Status: in_force

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

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

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

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

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

(e) A description of the primary business activity of the corporation; and

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

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

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

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

(5) Intentionally left blank —Ed.

(a) A domestic or foreign corporation 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 corporation files the first annual report.

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

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

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

(B) The information as changed. [1987 c.52 §174; 1987 c.843 §14; 2007 c.186 §3; 2011 c.147 §5]

Source: Section 60.787 — Annual report; updates; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.341 — OR Code / Title 7 / Chapter 60 / Section 60.341
60.341 Action without meeting
Status: in_force

(1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.

(2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date.

(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. [1987 c.52 §80]

Source: Section 60.341 — Action without meeting , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.324 — OR Code / Title 7 / Chapter 60 / Section 60.324
60.324 Removal of directors by shareholders
Status: in_force

(1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.

(2) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director.

(3) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceed the number of votes cast not to remove the director.

(4) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. [1987 c.52 §75]

Source: Section 60.324 — Removal of directors by shareholders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 70.415 — OR Code / Title 7 / Chapter 70 / Section 70.415
70.415 Remittance of proceeds received by plaintiff
Status: in_force

If a derivative action is successful in whole or in part or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court shall direct the plaintiff to remit to the limited partnership the remainder of those proceeds received by the plaintiff. The court may award reasonable attorney fees to the prevailing party in a derivative action. [1985 c.677 §60; 1995 c.618 §43]

Source: Section 70.415 — Remittance of proceeds received by plaintiff; attorney fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.081 — OR Code / Title 7 / Chapter 60 / Section 60.081
60.081 Emergency powers
Status: in_force

(1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may:

(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and

(b) Relocate the principal office, designate alternative principal offices or regional offices or authorize the officers to do so.

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

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

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

(3) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:

(a) Binds the corporation; and

(b) May not be used to impose liability on a corporate director, officer, employee or agent.

(4) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event. [1987 c.52 §24]

Source: Section 60.081 — Emergency powers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.637 — OR Code / Title 7 / Chapter 65 / Section 65.637
65.637 Effect of dissolution
Status: in_force

(1) A dissolved corporation continues the corporation’s corporate existence but may not carry on any activities except activities that are appropriate to wind up and liquidate the corporation’s affairs, including:

(a) Preserving and protecting the corporation’s assets and minimizing the corporation’s liabilities;

(b) Discharging or providing for discharging the corporation’s liabilities and obligations;

(c) Disposing of the corporation’s properties that will not be distributed in kind;

(d) Returning, transferring or conveying assets in accordance with a condition under which the corporation holds the assets subject to a requirement to return, transfer or convey the assets, if the condition occurs by reason of the dissolution;

(e) Transferring, subject to any contractual or legal requirements, the corporation’s assets as provided in or authorized by the corporation’s articles of incorporation or bylaws;

(f) If the corporation is a public benefit corporation or religious corporation, and the corporation has not provided in the corporation’s articles of incorporation or bylaws for distributing assets on dissolution, transferring, subject to any contractual or legal requirement, the corporation’s assets to one or more persons described in ORS 65.001 (Definitions) (38)(b);

(g) If the corporation is a mutual benefit corporation and the corporation has not provided in the corporation’s articles of incorporation or bylaws for distributing assets on dissolution, transferring, subject to any contractual or legal requirements, the corporation’s assets to the corporation’s members or, if the corporation has no members, to those persons whom the corporation purports to benefit or serve;

(h) Adopting a plan of merger; and

(i) Doing other acts necessary to liquidate the corporation’s assets and wind up the corporation’s affairs.

(2) Dissolution of a corporation does not:

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

(b) Subject the corporation’s directors or officers to standards of conduct different from the standards prescribed in ORS 65.301 (Requirement for and duties of board) to 65.414 (Application of ORS 65.387 to 65.411) ;

(c) Change quorum or voting requirements for the corporation’s board of directors or members, change provisions for selection, resignation or removal of the corporation’s directors or officers, or both, or change provisions for amending the corporation’s bylaws;

(d) Prevent commencement of a proceeding by or against the corporation in the corporation’s corporate name;

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

(f) Terminate the authority of the registered agent of the corporation. [1989 c.1010 §135; 2001 c.315 §53; 2011 c.147 §13; 2013 c.158 §30; 2013 c.274 §12; 2019 c.174 §93]

Source: Section 65.637 — Effect of dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.280 — OR Code / Title 7 / Chapter 62 / Section 62.280
62.280 Board of directors
Status: in_force

(1) The corporate powers of a cooperative shall be exercised by or under the authority of the board of directors, and the business and affairs of a cooperative shall be managed under the direction of the board of directors. Except as provided in subsection (2) of this section, each director, at all times during the director’s term of office, shall be a member or a representative of a member which is other than a natural person. Unless the bylaws otherwise provide, directors need not be residents of this state.

(2) If authorized by the bylaws of the cooperative, a cooperative other than a telecommunications cooperative or electric cooperative may have one or more directors who are not members or representatives of members that are other than natural persons. A majority of the directors of a cooperative described in this subsection must be members or representatives of members that are not natural persons.

(3) The bylaws may prescribe any other qualifications for directors and may provide that directors be from specified territorial districts. The bylaws may also provide that voting on the election of directors from specified territorial districts may be limited to members from the respective districts without the obligation to hold district meetings.

(4) The number of directors of a cooperative shall be not less than three, unless the number of members of the cooperative is less than three. If the number of members of the cooperative is less than three, the number of directors shall not be less than the number of members of the cooperative. Subject to this limitation, the number of directors shall be fixed or determined by the bylaws, except as to the number constituting the initial board, which number shall be fixed by the articles.

(5) Directors constituting the initial board named in the articles shall hold office until the first annual meeting of the members and until their successors are elected and take office. At that meeting and thereafter, directors shall be elected by the members in the manner and for the term of office, not to exceed three years, provided in the bylaws. Each director shall begin immediately to discharge the duties of director and, subject to resignation or removal, shall hold office for the term for which the director was elected and until a successor takes office.

(6) A director may be removed upon a majority vote of all members voting in person thereon at a duly called member meeting if written reasons for removal of the director are included in the notice of the meeting and the director whose removal is sought has had an opportunity to answer the reasons at the meeting. The written statement of reasons for removal shall be filed with the minutes of the meeting. The bylaws may contain such other provisions for the removal of a director as may be consistent with the provisions of this subsection.

(7) Unless the bylaws provide otherwise, any vacancy occurring in the board may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board. The director elected to fill a vacancy shall be elected for the unexpired term of the director’s predecessor in office. [1957 c.716 §23; 1981 c.542 §2; 1995 c.195 §7; 2007 c.336 §1]

Source: Section 62.280 — Board of directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.021 — OR Code / Title 7 / Chapter 65 / Section 65.021
65.021 Appeal from Secretary of State’s refusal to file document
Status: in_force

If the Secretary of State refuses to file a document delivered to the Secretary of State for filing, a domestic corporation or foreign corporation, in addition to any other legal remedy which may be available, has the right to appeal from such final order pursuant to the provisions of ORS 183.484 (Jurisdiction for review of orders other than contested cases) . [1989 c.1010 §9; 2019 c.174 §11]

Source: Section 65.021 — Appeal from Secretary of State’s refusal to file document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 70.190 — OR Code / Title 7 / Chapter 70 / Section 70.190
70.190 Rights and powers of general partner as general and limited partner
Status: in_force

A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of and in distributions from the limited partnership as a general partner. A general partner also may make contributions to and share in the profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers and is subject to the restrictions and liabilities of a general partner and, except as provided in the partnership agreement, also has the powers and is subject to the restrictions of a limited partner to the extent of the person’s participation in the partnership as a limited partner. [1985 c.677 §26]

Source: Section 70.190 — Rights and powers of general partner as general and limited partner , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 65.354 — OR Code / Title 7 / Chapter 65 / Section 65.354
65.354 Committees
Status: in_force

(1) Intentionally left blank —Ed.

(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees that exercise the authority of the board. The board may appoint directors to serve on a committee or designate the method of selecting committee members. Each committee must consist of two or more directors, who serve at the pleasure of the board. Only a director may serve as a voting member of a committee.

(b) The creation of a committee and appointment of directors to the committee or designation of a method of selecting committee members under this subsection must be approved by the greater of:

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

(B) The number of directors required by the articles of incorporation or bylaws to take action under ORS 65.351 (Quorum and voting) .

(2) Intentionally left blank —Ed.

(a) The board of directors may create committees to advise the board or otherwise serve the corporation. The board may appoint individuals to serve on a committee or specify a method for selecting committee members. A member of a committee the board creates under this subsection may be, but need not be, a director or a member of the corporation.

(b) A committee the board creates under this subsection may not exercise the authority of the board of directors.

(3) ORS 65.337 (Regular and special meetings) to 65.351 (Quorum and voting) , governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, also apply to committees and committee members.

(4) Except as provided in subsections (2)(b) and (5) of this section, to the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee of the board may exercise the authority of the board of directors.

(5) A committee the board creates under this section may not:

(a) Authorize distributions;

(b) Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation’s assets;

(c) Elect, appoint or remove directors or fill vacancies on the board or on any of the board’s committees; or

(d) Adopt, amend or repeal the articles of incorporation or bylaws.

(6) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in ORS 65.357 (General standards for directors) . [1989 c.1010 §87; 2019 c.174 §65]

Source: Section 65.354 — Committees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 58.377 — OR Code / Title 7 / Chapter 58 / Section 58.377
58.377 Transferee of shares
Status: in_force

If all of the outstanding shares of a professional corporation organized for the purpose of practicing medicine are held by an administrator, executor, personal representative, guardian, conservator or receiver of the estate of a former shareholder, or by a transferee who receives such shares by operation of law or by a judgment, such administrator, executor, personal representative, guardian, conservator, receiver or transferee may be a director, officer or shareholder of the professional corporation for a period of six months following receipt or transfer of such shares. [1997 c.774 §18; 2003 c.576 §317]

Source: Section 58.377 — Transferee of shares; limit on time as director, officer or shareholder , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 65.657 — OR Code / Title 7 / Chapter 65 / Section 65.657
65.657 Appeal from denial of reinstatement
Status: in_force

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

(2) Such denial of reinstatement shall be reviewable pursuant to ORS 183.484 (Jurisdiction for review of orders other than contested cases) and shall not constitute a contested case order. [1989 c.1010 §141]

Source: Section 65.657 — Appeal from denial of reinstatement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.674 — OR Code / Title 7 / Chapter 63 / Section 63.674
63.674 Deposit with State Treasurer
Status: in_force

Assets of a dissolved limited liability company that should be distributed to a creditor, claimant or member of the limited liability company who cannot be found or who is not competent to receive them shall be reduced to cash and, within six months after the final distribution of such liquidation or winding up is payable, deposited with the State Treasurer as unclaimed property under ORS 98.352 (Report of abandoned property) . The receiver or other liquidating agent shall prepare in duplicate and under oath a statement containing the names and last-known addresses of the persons entitled to such funds. One of the statements shall be filed with the State Treasurer and another shall be delivered to the office for filing. [1993 c.173 §69; 2019 c.678 §49; 2021 c.424 §26]

Source: Section 63.674 — Deposit with State Treasurer , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.741 — OR Code / Title 7 / Chapter 60 / Section 60.741
60.741 Procedure for and effect of revocation
Status: in_force

(1) If the Secretary of State determines that one or more grounds exist under ORS 60.737 (Grounds for 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 the determination.

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

(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. [1987 c.52 §167; 1993 c.190 §4]

Source: Section 60.741 — Procedure for and effect of revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.247 — OR Code / Title 7 / Chapter 65 / Section 65.247
65.247 Cumulative voting for directors
Status: in_force

(1) If the articles of incorporation or bylaws provide for cumulative voting by members, members may vote cumulatively by multiplying the number of votes the members are entitled to cast by the number of directors for whom the members are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates.

(2) Cumulative voting is not authorized at a particular meeting unless:

(a) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or

(b) A member gives notice during the meeting and before the vote is taken of the member’s intent to vote cumulatively, and if one member gives this notice all other members participating in the election may vote cumulatively without giving further notice.

(3) Intentionally left blank —Ed.

(a) Except as provided in paragraph (b) of this subsection, members may, without cause, remove a director who was elected by cumulative voting if the members act in accordance with ORS 65.324 (Removal of directors elected by members or directors) .

(b) A proposal to remove a director who was elected by cumulative voting fails if the number of votes that members cast against the proposal to remove the director, or that fail to consent in writing to the removal, would have been sufficient to elect the director under these circumstances:

(A) The members had voted cumulatively at an election that occurred at the time the director was last elected;

(B) All directors authorized to serve on the board of directors were subject to election at that time; and

(C) If during the election:

(i) The members had cast the same total number of votes; or

(ii) All memberships entitled to vote were voted, if the election was by written ballot.

(4) Members may not vote cumulatively if the directors and members are identical. [1989 c.1010 §65; 2019 c.174 §49]

Source: Section 65.247 — Cumulative voting for directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.344 — OR Code / Title 7 / Chapter 67 / Section 67.344
67.344 Action on plan of conversion
Status: in_force

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

(a) In the case of a partnership, by all of the partners, unless a lesser vote is provided in the partnership agreement; and

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

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

(a) By a partnership that planned to convert to another business entity, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, by a vote of the partners; and

(b) By a business entity other than a partnership that planned to convert to a partnership, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, in the manner permitted by the statutes governing that business entity. [1999 c.362 §43]

Source: Section 67.344 — Action on plan of conversion , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 58.165 — OR Code / Title 7 / Chapter 58 / Section 58.165
58.165 Fees collected by corporation
Status: in_force

A professional corporation may charge and collect fees for professional service or services rendered through the corporation and may compensate those who rendered the service or services. [1969 c.592 §12; 1993 c.235 §8]

Source: Section 58.165 — Fees collected by corporation; compensation to person rendering services , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 67.715 — OR Code / Title 7 / Chapter 67 / Section 67.715
67.715 Amendment to application for authority
Status: in_force

(1) A foreign limited liability partnership authorized to transact business in this state shall deliver an amendment to its application for authorization to the office of the Secretary of State for filing if it changes:

(a) Its name as shown on the records of the office of the Secretary of State; or

(b) The address of its principal office.

(2) The amendment to the application for authorization shall set forth its name shown on the records of the office of the Secretary of State and the text of each amendment. The name as changed must satisfy the requirements of ORS 67.730 (Name of foreign limited liability partnership) . [1997 c.775 §71]

Source: Section 67.715 — Amendment to application for authority , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 63.249 — OR Code / Title 7 / Chapter 63 / Section 63.249
63.249 Assignment of membership interest
Status: in_force

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

(1) A membership interest is assignable in whole or in part.

(2) An assignment of a membership interest does not itself dissolve the limited liability company.

(3) Until the assignee of a membership interest becomes a member with respect to the interest, the assignee shall have the assignor’s right to receive and retain, to the extent assigned, the distributions, as and when made, and allocations of profits and losses to which the assignor would be entitled, but shall not exercise any other rights of a member, including without limitation the right to vote or otherwise participate in the management and affairs of the limited liability company.

(4) Except as otherwise provided in ORS 63.229 (Limitations on distribution) and 63.235 (Liability for wrongful distribution) , until the assignee of a membership interest becomes a member, the assignee has no liability, duty or obligation as a member solely as a result of the assignment.

(5) The assignor of all or a portion of a membership interest ceases to be a member with respect to the interest assigned, but is not released from liability as a member accruing or arising prior to assignment solely as a result of the assignment, and is not relieved of any fiduciary duties the assignor otherwise may continue to owe the limited liability company or its remaining members.

(6) Any otherwise permissible assignment of a membership interest shall be effective as to and binding on the limited liability company only after reasonable notice of and proof of the assignment have been provided to the managers of the limited liability company.

(7) The pledge of, or granting of a security interest, lien, or other encumbrance in or against all or any portion of the membership interest of a member is not an assignment of the member’s interest. [1993 c.173 §50; 1997 c.646 §5]

Source: Section 63.249 — Assignment of membership interest; effect of assignment , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.134 — OR Code / Title 7 / Chapter 60 / Section 60.134
60.134 Terms of class or series determined by board of directors
Status: in_force

(1) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations and relative rights, subject to the requirements of ORS 60.131 (Authorized shares) , of any class of shares before the issuance of any shares of that class or one or more series within a class before the issuance of any shares of that series.

(2) Each series of a class must be given a distinguishing designation.

(3) All shares of a series must have preferences, limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, of those of other series of the same class.

(4) Before issuing any shares of a class or series created under this section, the corporation must deliver to the office for filing, articles of amendment which are effective without shareholder action, that set forth:

(a) The name of the corporation;

(b) The text of the amendment determining the terms of the class or series of shares;

(c) The date it was adopted; and

(d) A statement that the amendment was duly adopted by the board of directors. [1987 c.52 §34; 1989 c.1040 §10]

Source: Section 60.134 — Terms of class or series determined by board of directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.054 — OR Code / Title 7 / Chapter 63 / Section 63.054
63.054 Liability for preorganization transactions
Status: in_force

All persons purporting to act as or on behalf of a limited liability company, knowing the limited liability company was not then in existence, are jointly and severally liable for all liabilities created while so acting. [1993 c.173 §17]

Source: Section 63.054 — Liability for preorganization transactions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.321 — OR Code / Title 7 / Chapter 65 / Section 65.321
65.321 Resignation of directors
Status: in_force

(1) A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary.

(2) A resignation is effective when the notice is effective under ORS 65.034 (Notice) unless the notice specifies a later effective date.

(3) Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors. [1989 c.1010 §76]

Source: Section 65.321 — Resignation of directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.177 — OR Code / Title 7 / Chapter 60 / Section 60.177
60.177 Corporation’s acquisition of its own shares
Status: in_force

(1) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.

(2) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.

(3) If pursuant to this section, the number of authorized shares is reduced, articles of amendment shall be adopted by the board of directors which may be without shareholder action and shall be delivered to the office for filing. The articles shall set forth:

(a) The name of the corporation;

(b) The reduction in the number of authorized shares, itemized by class and series; and

(c) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.

(4) For purposes of this section, if shares of one class or series of a corporation are converted into shares of another class or series of the corporation, the shares so converted shall be considered to have been acquired by the corporation. [1987 c.52 §47; 1993 c.403 §1]

Source: Section 60.177 — Corporation’s acquisition of its own shares , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 59.185 — OR Code / Title 7 / Chapter 59 / Section 59.185
59.185 Expiration of license
Status: in_force

(1) Every license of a broker-dealer or state investment adviser expires one year after the date of issuance unless the Director of the Department of Consumer and Business Services establishes a different expiration date for purposes of coordination with any national registration or licensing system.

(2) Intentionally left blank —Ed.

(a) Every license of an issuer’s or owner’s salesperson expires when the securities are no longer authorized for sale or one year after the date of issuance, whichever is sooner.

(b) Unless the director establishes a different expiration date for the purposes of coordination with any national registration or licensing system, every license of a salesperson licensed to a broker-dealer and every license of an investment adviser representative licensed to a state investment adviser expires on the same date that the license of the broker-dealer or state investment adviser expires.

(c) Unless the director establishes a different expiration date for the purposes of coordination with any national registration or licensing system, every license of an investment adviser representative licensed on behalf of a federal covered investment adviser expires the earlier of one year after the date of issuance or the date the notice of the federal covered investment adviser expires.

(3) The director by rule shall establish procedures for renewing licenses of broker-dealers, state investment advisers, investment adviser representatives and salespersons, and for the annual renewal of notice filings made on behalf of federal covered investment advisers.

(4) If there is a change in the partners, directors, officers, persons occupying similar positions or performing similar functions, or persons directly or indirectly controlling a broker-dealer or state investment adviser, written notification of such change shall promptly be filed with the director. No fee shall be required for such notification. An examination may be required of any such individual who is newly connected with or interested in the licensee. [1967 c.537 §19 (1), (2), (3); 1969 c.137 §5; 1985 c.349 §18; 1987 c.603 §12; 1989 c.197 §10; 1993 c.508 §32; 1997 c.772 §17; 1999 c.59 §14; 2003 c.270 §6]

Source: Section 59.185 — Expiration of license; rules for renewal; change in personnel , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 65.811 — OR Code / Title 7 / Chapter 65 / Section 65.811
65.811 Disapproval of proposed transfer of assets
Status: in_force

The Attorney General shall approve any proposed transaction subject to ORS 65.803 (Hospitals operated by nonprofit corporation) unless the Attorney General finds any of the following:

(1) The terms and conditions of the proposed transaction are not fair and reasonable to the public benefit or religious corporation.

(2) The proposed transaction will result in inurement to any private person or entity.

(3) The proposed transaction is not at fair market value.

(4) The proposed use of the proceeds from the transaction is inconsistent with any charitable trust to which the assets are subject.

(5) The proposed transaction involves or constitutes a breach of trust.

(6) The Attorney General has not been provided sufficient information to evaluate adequately the proposed transaction and the effects of the proposed transaction on the public.

(7) The proposed transaction significantly diminishes the availability or accessibility of health care services to the affected community.

(8) The proposed transaction is not in the public interest.

(9) The proposed transaction does not comply with all other legal requirements. [1997 c.291 §7]

Source: Section 65.811 — Disapproval of proposed transfer of assets , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.701 — OR Code / Title 7 / Chapter 60 / Section 60.701
60.701 Authority to transact business required
Status: in_force

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

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

(a) Maintaining, defending or settling any proceeding.

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

(c) Maintaining bank accounts.

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

(e) Selling through independent contractors.

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

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

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

(i) Owning without more real or personal property.

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

(k) Transacting business in interstate commerce.

(3) The list of activities in subsection (2) of this section is not exhaustive. [1987 c.52 §155]

Source: Section 60.701 — Authority to transact business required , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 59.095 — OR Code / Title 7 / Chapter 59 / Section 59.095
59.095 Approval of plan to issue securities in exchange for other securities, claims or property
Status: in_force

(1) The proponents of a plan pursuant to which a security is to be issued in exchange for one or more bona fide outstanding securities, claims or property interests, or partly in such exchange and partly for cash, except a security the issuance of which is under supervision, regulation or control by the Public Utility Commission of this state, may request approval of such plan by the Director of the Department of Consumer and Business Services.

(2) The request for approval shall be made by filing a registration statement, as provided in ORS 59.065 (Registration procedures) , with a detailed statement of the plan. The director shall set the plan down for hearing and require the proponents of the plan to give notice of the hearing to all persons to whom securities are to be issued in such exchange. All such persons shall have the right to appear at the hearing.

(3) The director shall, after the hearing, consider the fairness of the terms and conditions of the plan, and, if the director finds that the plan is fair, just and equitable and free from fraud, shall approve it, subject to such conditions, limitations and restrictions as the director may impose. If the director finds that the plan is unfair, unjust or inequitable or not free from fraud, the director shall deny the request, and give notice of the denial, at the expense of the proponents, to all persons who were entitled to receive or received notice of the hearing. [1967 c.537 §11]

Source: Section 59.095 — Approval of plan to issue securities in exchange for other securities, claims or property , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 70.500 — OR Code / Title 7 / Chapter 70 / Section 70.500
70.500 Definitions for ORS 70.500 to 70.540
Status: in_force

As used in ORS 70.500 (Definitions for ORS 70.500 to 70.540) to 70.540 (Effect of merger) :

(1) “Business entity” means:

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

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

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

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

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

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

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

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

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

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

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

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

(3) “Owner” means a:

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

(b) Member or shareholder of a cooperative;

(c) Member of a limited liability company;

(d) Partner of a partnership; and

(e) General partner or limited partner of a limited partnership. [1999 c.362 §56; 2003 c.80 §29]

Source: Section 70.500 — Definitions for ORS 70.500 to 70.540 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 62.611 — OR Code / Title 7 / Chapter 62 / Section 62.611
62.611 Articles and plan of conversion
Status: in_force

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

(a) File articles of conversion that state the name and type of business entity that existed before conversion and the name and type of business entity that will exist after conversion; and

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

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

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

(2) The conversion takes effect at the later of the date and time determined in accordance with ORS 62.035 (Effective time and date of document) or the date and time determined under the statutes that govern the business entity that is not a cooperative. [1999 c.362 §22; 2001 c.315 §8; 2015 c.28 §2a]

Source: Section 62.611 — Articles and plan of conversion , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.027 — OR Code / Title 7 / Chapter 65 / Section 65.027
65.027 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 corporation or a certificate of authorization for a foreign corporation.

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

(a) The domestic corporation’s corporate name or the foreign corporation’s corporate name is of active record in this state;

(b) The domestic corporation is duly incorporated under the law of this state or the foreign corporation 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 corporation or foreign corporation;

(d) An annual report if required by ORS 65.787 (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) A person may apply to the Secretary of State to issue a certificate covering any fact of record.

(4) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic corporation or foreign corporation is in existence or is authorized to transact business in this state. [1989 c.1010 §11; 2019 c.174 §13]

Source: Section 65.027 — Certificate of existence or authorization , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.744 — OR Code / Title 7 / Chapter 63 / Section 63.744
63.744 Appeal from revocation
Status: in_force

In addition to any other legal remedy which may be available, a foreign limited liability company shall have the right to appeal the Secretary of State’s revocation of its authority to transact business in this state pursuant to the provisions of ORS chapter 183. [1993 c.173 §88]

Source: Section 63.744 — Appeal from revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 62.175 — OR Code / Title 7 / Chapter 62 / Section 62.175
62.175 Capital stock
Status: in_force

(1) Any cooperative, including a cooperative which requires a membership fee rather than the holding of membership stock as a prerequisite of membership, has power to issue the number of shares of capital stock stated in its articles. Such shares may be divided into more than one class with such designations, preferences, limitations and relative rights as shall be stated in the articles, except that capital stock as such shall have no voting power except as specifically authorized in this chapter.

(2) The articles may require that members own one or more shares of membership stock, and may provide limitations on the issuance and transferability of such stock. Unless restricted by the articles, stock other than membership stock may be issued or transferred without limitation.

(3) Shares having a par value may be issued for such consideration expressed in dollars, not less than the par value thereof, as shall be fixed from time to time by the board. Shares without par value, may be issued for such consideration expressed in dollars as may be fixed for such shares by the board. Payment for shares may be in cash or other property, tangible or intangible. If in other property, the value thereof shall be determined by the board, and such determination, if made in good faith, is conclusive.

(4) No certificate shall be issued for any share until such share is fully paid.

(5) Shareholders as such have no preemptive right to purchase additional shares. [1957 c.716 §12; 1963 c.156 §1]

Source: Section 62.175 — Capital stock; membership stock , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.077 — OR Code / Title 7 / Chapter 60 / Section 60.077
60.077 General powers
Status: in_force

(1) Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name.

(2) Unless its articles of incorporation provide otherwise, every corporation has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation, power to:

(a) Sue and be sued and complain and defend in its corporate name;

(b) Have a corporate seal, which may be altered at will, and use it or a facsimile thereof, by impressing, affixing or reproducing it in any other manner;

(c) Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state for managing the business and regulating the affairs of the corporation;

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

(e) Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property;

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

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

(h) Lend money, invest and reinvest corporate funds and receive and hold real and personal property as security for repayment;

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

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

(k) Elect directors and appoint officers, employees and agents of the corporation;

(L) Define directors’, officers’, employees’ and agents’ duties, fix their compensation and lend them money and credit;

(m) Pay pensions and establish pension plans, share option plans and benefit or incentive plans for any or all of its current or former directors, officers, employees and agents;

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

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

(p) Make payment or donations or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation. [1987 c.52 §23]

Source: Section 60.077 — General powers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.357 — OR Code / Title 7 / Chapter 65 / Section 65.357
65.357 General standards for directors
Status: in_force

(1) A director shall discharge the duties of a director, including the director’s duties as a member of a committee:

(a) In good faith;

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

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

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

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

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

(c) A committee of the board of directors of which the director is not a member, as to matters within the committee’s jurisdiction, if the director reasonably believes the committee merits confidence; or

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

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

(4) A director is not liable to the corporation, any member or any other person for any action taken or not taken as a director, if the director acted in compliance with this section. The liability of a director for monetary damages to the corporation and the corporation’s members may be eliminated or limited in the corporation’s articles of incorporation to the extent provided in ORS 65.047 (Articles of incorporation) (2)(c). [1989 c.1010 §88; 2019 c.174 §66]

Source: Section 65.357 — General standards for directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 70.050 — OR Code / Title 7 / Chapter 70 / Section 70.050
70.050 Records required in office in state
Status: in_force

(1) Each limited partnership shall keep at the office referred to in ORS 70.020 (Office in state) the following records:

(a) A current list of the full name and last-known business address of each partner specifying separately the general partners and the limited partners in alphabetical order.

(b) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed.

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

(d) Copies of any then-effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years.

(e) Unless contained in a written partnership agreement, a description of:

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

(B) The times at which or events upon the happening of which any additional contributions agreed to be made by each partner are to be made;

(C) Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner’s contribution; and

(D) Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.

(2) The records specified in subsection (1) of this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours. [1985 c.677 §6; 1987 c.543 §7]

Source: Section 70.050 — Records required in office in state; inspection , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 65.011 — OR Code / Title 7 / Chapter 65 / Section 65.011
65.011 Effective time and date of document
Status: in_force

(1) Except as provided in subsection (2) of this section and ORS 56.080 (Withdrawal of certificates issued and filings accepted) , 65.014 (Correcting filed document) and 65.275 (Corrected corporate action) , a document accepted for filing after review is effective:

(a) On the date the Secretary of State files the document; and

(b) At the time, if any, the document specifies as the document’s effective time or at 12:01 a.m. on that date if the document does not specify an effective time.

(2) If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date but no time, the document becomes effective at 12:01 a.m. on that date. A delayed effective date for a document may not be later than the 90th day after the date the document is filed. [1989 c.1010 §6; 2019 c.325 §22]

Source: Section 65.011 — Effective time and date of document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.141 — OR Code / Title 7 / Chapter 60 / Section 60.141
60.141 Fractional shares
Status: in_force

(1) A corporation may:

(a) Issue fractions of a share or pay in money the value of fractions of a share;

(b) Arrange for disposition of fractional shares by the shareholders; and

(c) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.

(2) Each certificate representing scrip must be conspicuously labeled “scrip” and must contain the information required by ORS 60.161 (Form and content of certificates) (2).

(3) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, receive dividends and participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.

(4) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:

(a) That the scrip will become void if not exchanged for full shares before a specified date; and

(b) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders. [1987 c.52 §36]

Source: Section 60.141 — Fractional shares , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.702 — OR Code / Title 7 / Chapter 62 / Section 62.702
62.702 Procedure for dissolution of cooperative by court
Status: in_force

(1) A court in a judicial proceeding brought to dissolve a cooperative may appoint one or more receivers to wind up and liquidate the business and affairs of the cooperative or one or more custodians to manage the business and affairs of the cooperative. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the cooperative and all its property wherever located.

(2) The court may appoint an individual or a domestic or foreign corporation, authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(3) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended periodically. Among other powers:

(a) The receiver may dispose of all or any part of the assets of the cooperative wherever located, at a public or private sale, if authorized by the court and may sue and defend in the receiver’s own name as receiver of the cooperative in all courts of this state.

(b) The custodian may exercise all of the powers of the cooperative, through or in place of its board of directors or, creditors and any holders of other equity interest in the cooperative officers, to the extent necessary to manage the affairs of the cooperative in the best interests of its members, shareholders, creditors and any holders of other equity interest in the cooperative.

(4) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the cooperative, its members, shareholders, creditors and any holders of other equity interest in the cooperative.

(5) The court periodically during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver’s or custodian’s counsel from the assets of the cooperative or proceeds from the sale of the assets.

(6) If applicable under ORS 37.040 (Applicability) , the Oregon Receivership Code controls over conflicting provisions of this section. [1995 c.195 §26; 2017 c.358 §46]

Source: Section 62.702 — Procedure for dissolution of cooperative by court , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 59.205 — OR Code / Title 7 / Chapter 59 / Section 59.205
59.205 Grounds for denying, suspending, revoking or imposing condition or restriction on license
Status: in_force

Except as provided in ORS 59.215 (Action against applicant or licensee for act or omission of associate) , the Director of the Department of Consumer and Business Services may by order deny, suspend or revoke, or impose conditions or restrictions on, a license of a person as a broker-dealer, state investment adviser, investment adviser representative or salesperson if the director finds that the applicant or licensee:

(1) Is insolvent, either in the sense that the liabilities of the applicant or licensee exceed the assets of the applicant or licensee or that the applicant or licensee cannot meet the obligations of the applicant or licensee as they mature, or is in such financial condition that the applicant or licensee cannot continue in business with safety to the customers of the applicant or licensee.

(2) Has engaged in dishonest, fraudulent or illegal practices or conduct in any business or profession or unfair or unethical practices or conduct in connection with the purchase or sale of any security.

(3) Has willfully or repeatedly violated or failed to comply with any provision of the Oregon Securities Law, any condition or restriction imposed on a license or any rule or order of the director.

(4) Has been convicted of a misdemeanor an essential element of which is fraud or of a felony.

(5) Is not qualified to conduct a securities business on the basis of such factors as training, experience and knowledge of the securities business.

(6) Has filed an application for a license which as of the date the license was issued, or as of the date of an order conditioning, restricting, denying, suspending or revoking a license, was incomplete in any material respect or contained any statement which was, in light of the circumstances under which it was made, false or misleading with respect to any material fact.

(7) Has failed to account to persons interested for all money or property received.

(8) Has not delivered after a reasonable time, to persons entitled thereto, securities held or to be delivered.

(9) Is permanently or temporarily enjoined by a court of competent jurisdiction from engaging in or continuing any conduct or practice involving any aspect of the securities business.

(10) Is the subject of an order of the director conditioning, restricting, denying, suspending or revoking a license as a broker-dealer, state investment adviser, investment adviser representative or salesperson.

(11) Is the subject of an order of the director under:

(a) ORS chapter 645 involving a violation of any provision of the Oregon Commodity Code or any rule or order of the director adopted or entered under ORS chapter 645; or

(b) ORS 86A.095 (Short title) to 86A.198 (Materials in languages other than English) involving a violation of any provision of ORS 86A.095 (Short title) to 86A.198 (Materials in languages other than English) or any rule or order of the director adopted or entered under ORS 86A.095 (Short title) to 86A.198 (Materials in languages other than English) .

(12) Is the subject of any of the following orders that are currently effective and were issued within the last five years:

(a) An order by the securities agency or administrator of another state or Canadian province or territory, or by the Securities and Exchange Commission, entered after notice and opportunity for hearing, denying, suspending or revoking the person’s registration or license as a broker-dealer, federal covered investment adviser, state investment adviser, investment adviser representative or salesperson, or the substantial equivalent of those terms as defined in the Oregon Securities Law;

(b) A suspension or expulsion from membership in or association with a member of a self-regulatory organization registered under the Securities Exchange Act of 1934, as amended, the Commodity Exchange Act or the Investment Advisers Act of 1940, as amended;

(c) A United States Postal Service fraud order;

(d) A cease and desist order entered after notice and opportunity for hearing by the director, the securities agency or administrator of another state or a Canadian province or territory, the Securities and Exchange Commission or the Commodity Futures Trading Commission; or

(e) An order by the Commodity Futures Trading Commission denying, suspending or revoking registration under the Commodity Exchange Act.

(13) Has failed, reasonably to supervise the salespersons or investment adviser representatives of the applicant or licensee.

(14) Has failed to comply with the requirements of ORS 59.195 (Licensees to keep records) to make and keep records prescribed by rule or order of the director, to produce such records required by the director or to file any financial reports or other information the director by rule or order may require. [1967 c.537 §20(1); 1969 c.137 §6; 1985 c.349 §21; 1987 c.603 §14; 1989 c.197 §12; 1993 c.508 §34; 1997 c.772 §19; 2001 c.32 §3; 2003 c.270 §7]

Source: Section 59.205 — Grounds for denying, suspending, revoking or imposing condition or restriction on license , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 70.440 — OR Code / Title 7 / Chapter 70 / Section 70.440
70.440 Reinstatement following administrative inactivation
Status: in_force

(1) A limited partnership that the Secretary of State administratively inactivated under ORS 70.430 (Grounds for administrative action to inactivate certificate or registration of limited partnership) may apply to the Secretary of State for reinstatement within five years from the date of inactivation. The application must:

(a) State the name of the limited partnership and effective date of the limited partnership’s administrative inactivation; and

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

(2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section, that the information is correct and that the limited partnership’s name satisfies the requirements of ORS 70.010 (Name of limited partnership) , the Secretary of State shall reinstate the limited partnership.

(3) When effective, the reinstatement relates back to and takes effect as of the effective date of the administrative inactivation and the limited partnership is considered to resume carrying on the limited partnership’s business as if the administrative inactivation had never occurred.

(4) The Secretary of State may waive the requirement under subsection (1) of this section that the limited partnership apply for reinstatement within five years after the date of administrative inactivation if the limited partnership requests the waiver and provides evidence of the limited partnership’s continued existence as an active concern during the period of administrative inactivation. [1995 c.215 §20; 2011 c.147 §22]

Source: Section 70.440 — Reinstatement following administrative inactivation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 65.674 — OR Code / Title 7 / Chapter 65 / Section 65.674
65.674 Deposit with State Treasurer
Status: in_force

Assets of a dissolved corporation that should be transferred to a creditor, claimant or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash unless they are subject to known trust restrictions and deposited with the State Treasurer as unclaimed property under ORS 98.352 (Report of abandoned property) . However, in the discretion of the State Treasurer, property of unusual historic or aesthetic interest may be received and held in kind. The receiver or other liquidating agent shall prepare in duplicate and under oath a statement containing the names and last-known addresses of the persons entitled to such funds. One of the statements shall be filed with the State Treasurer and another shall be delivered to the Secretary of State for filing. [1989 c.1010 §146; 2019 c.678 §50; 2021 c.424 §27]

Source: Section 65.674 — Deposit with State Treasurer , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.340 — OR Code / Title 7 / Chapter 67 / Section 67.340
67.340 Definitions for ORS 67.340 to 67.365
Status: in_force

As used in ORS 67.340 (Definitions for ORS 67.340 to 67.365) to 67.365 (Effect of merger) :

(1) “Business entity” means:

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

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

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

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

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

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

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

(2) “General partner” means a partner in a partnership and a general partner in a limited partnership.

(3) “Limited partner” means a limited partner in a limited partnership.

(4) “Limited partnership” means a limited partnership created under ORS chapter 70, predecessor law or comparable law of another jurisdiction.

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

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

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

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

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

(6) “Owner” means a:

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

(b) Member or shareholder of a cooperative;

(c) Member of a limited liability company;

(d) Partner of a partnership; and

(e) Partner of a limited partnership.

(7) “Partner” includes both a general partner and a limited partner. [1997 c.775 §40; 1999 c.362 §40; 2003 c.80 §28]

Source: Section 67.340 — Definitions for ORS 67.340 to 67.365 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 65.671 — OR Code / Title 7 / Chapter 65 / Section 65.671
65.671 Judgment of dissolution
Status: in_force

(1) If after a hearing a court determines that one or more grounds for judicial dissolution described in ORS 65.661 (Grounds for judicial dissolution) exist, the court may enter a judgment dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the judgment to the Secretary of State for filing.

(2) After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the corporation’s affairs in accordance with ORS 65.637 (Effect of dissolution) and the notification of claimants in accordance with ORS 65.641 (Known claims against dissolved corporation) and 65.644 (Unknown claims against dissolved corporation) . [1989 c.1010 §145; 2003 c.576 §329; 2019 c.174 §98]

Source: Section 65.671 — Judgment of dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 59.500 — OR Code / Title 7 / Chapter 59 / Section 59.500
59.500 Limitation on liability
Status: in_force

Qualified individuals, broker-dealers and state investment advisers are not liable under state law for the following actions, if performed in good faith, with reasonable cause and with the exercise of reasonable care:

(1) Disclosing information under ORS 59.485 (Required reporting by certain securities professionals of suspected financial exploitation) , 59.490 (Notifications to third parties) or 59.505 (Provision of records to law enforcement and certain state agencies) ;

(2) Failing to notify a vulnerable person of a disclosure of information under ORS 59.485 (Required reporting by certain securities professionals of suspected financial exploitation) , 59.490 (Notifications to third parties) or 59.505 (Provision of records to law enforcement and certain state agencies) ; or

(3) Delaying a disbursement under ORS 59.495 (Delay of disbursements) . [2017 c.514 §6]

Source: Section 59.500 — Limitation on liability , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 65.771 — OR Code / Title 7 / Chapter 65 / Section 65.771
65.771 Corporate records
Status: in_force

(1) A corporation shall keep as permanent records minutes of all meetings of the corporation’s members and board of directors, a record of all corporate action taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors in place of the board of directors on behalf of the corporation.

(2) A corporation shall maintain appropriate accounting records.

(3) A corporation or the corporation’s agent shall maintain a record of the corporation’s members in a form that permits preparation of a list of the names and contact information of all members by class showing the number of votes each member may cast.

(4) A corporation shall maintain the corporation’s records in written form or as documents in another form capable of conversion into written form within a reasonable time.

(5) A corporation shall keep a copy of the following records for inspection:

(a) The articles of incorporation that are currently in effect;

(b) Bylaws or restated bylaws and all amendments to the bylaws that are currently in effect;

(c) Resolutions adopted by the board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members of any class or category of members;

(d) The minutes of all meetings of members and records of all actions approved by the members for the past three years;

(e) Written communications required by this chapter and those regarding general membership matters made to members within the past three years;

(f) A list of the names and other contact information for the corporation’s current directors and officers;

(g) The last three annual financial statements, if any. The statements may be consolidated or combined statements of the corporation and one or more of the corporation’s subsidiaries or affiliates, as appropriate, including a balance sheet and statement of operations, if any, for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis;

(h) The last three accountant’s reports if annual financial statements are reported upon by a public accountant; and

(i) The most recent annual report delivered to the Secretary of State under ORS 65.787 (Annual report) .

(6) A director of the corporation has a right to inspect any records a corporation keeps under this section. [1989 c.1010 §164; 2019 c.174 §107]

Source: Section 65.771 — Corporate records , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 58.369 — OR Code / Title 7 / Chapter 58 / Section 58.369
58.369 Application of chapter to practice of dentistry
Status: in_force

Nothing in this chapter is intended to supersede the provisions of ORS 679.020 (Practice of dentistry or operating dental office without license prohibited) . [1997 c.774 §27]

Source: Section 58.369 — Application of chapter to practice of dentistry , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 60.131 — OR Code / Title 7 / Chapter 60 / Section 60.131
60.131 Authorized shares
Status: in_force

(1) Intentionally left blank —Ed.

(a) Articles of incorporation must prescribe the classes of shares and the number of shares of each class that a corporation may issue.

(b) A corporation may not issue a document that entitles an unidentified individual or entity that possesses the document to a share in the corporation.

(c) If the corporation may issue more than one class of shares, the articles of incorporation must prescribe a distinguishing designation for each class, and before shares of a class are issued, the preferences, limitations and relative rights of the class must be described in the articles of incorporation. All shares of a class must have preferences, limitations and relative rights identical to the preferences, limitations and relative rights of other shares of the same class except to the extent otherwise permitted by ORS 60.134 (Terms of class or series determined by board of directors) and 60.157 (Share rights, options, warrants and other equity compensation) .

(2) If the articles of incorporation authorize only one class of shares, that class has unlimited voting rights and rights to receive the net assets of the corporation upon dissolution. If the articles of incorporation authorize more than one class of shares, then one or more classes of shares must together have unlimited voting rights, and one or more classes of shares which may be the same class or classes as those with voting rights, must together be entitled to receive the net assets of the corporation upon dissolution.

(3) The articles of incorporation may authorize one or more classes of shares that:

(a) Have special, conditional or limited voting rights, or no voting rights, except to the extent prohibited by this chapter;

(b) Are redeemable or convertible as specified in the articles of incorporation:

(A) At the option of the corporation, the shareholder or another person or upon the occurrence of a designated event;

(B) For cash, indebtedness, securities or other property; or

(C) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;

(c) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or

(d) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.

(4) The description of the designations, preferences, limitations and relative rights of share classes in subsection (3) of this section is not exhaustive. [1987 c.52 §33; 1989 c.4 §9; 1989 c.1040 §9; 2017 c.705 §13]

Source: Section 60.131 — Authorized shares , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.014 — OR Code / Title 7 / Chapter 63 / Section 63.014
63.014 Correcting filed document
Status: in_force

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

(2) A domestic or foreign limited liability company shall correct a document by delivering articles of correction to the office. The articles shall include the following:

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

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

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

(3) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. [1993 c.173 §6]

Source: Section 63.014 — Correcting filed document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.042 — OR Code / Title 7 / Chapter 65 / Section 65.042
65.042 Religious corporations
Status: in_force

If religious doctrine or practice governing the affairs of a religious corporation is inconsistent with the provisions of this chapter on the same subject, the religious doctrine or practice shall control to the extent required by the Constitution of the United States or the Constitution of this state, or both. [1989 c.1010 §19]

Source: Section 65.042 — Religious corporations; constitutional protections , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 70.530 — OR Code / Title 7 / Chapter 70 / Section 70.530
70.530 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 partnership, by all the partners, unless a lesser vote is provided for in the certificate of limited partnership or, in the case of a foreign limited partnership, by the law of the jurisdiction in which the limited partnership is formed.

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

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

(b) By a party to the merger that is not a limited partnership, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner permitted by the statutes governing that business entity. [1999 c.362 §62]

Source: Section 70.530 — Action on plan of merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 62.015 — OR Code / Title 7 / Chapter 62 / Section 62.015
62.015 Definitions
Status: in_force

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

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

(a) The date on which the Secretary of State files the articles of incorporation for a cooperative.

(b) The date on which the Secretary of State files an application for authority to transact business for a foreign cooperative.

(2) “Articles” means articles of incorporation, articles of conversion or articles of merger.

(3) “Board” means board of directors.

(4) “Cooperative” means a cooperative corporation that is subject to the provisions of this chapter.

(5) “Corporation” means a corporation that is not a cooperative.

(6) “Delivery” means a method of delivery that is used in conventional commercial practice and includes hand delivery, mail delivery, commercial delivery and electronic transmission.

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

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

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

(10) “Electronic signature” has the meaning given that term in ORS 84.004 (Definitions for ORS 84.001 to 84.061) .

(11) “Electronic transmission” means a method of communicating information that:

(a) Does not directly involve a transfer of a physical object that embodies the communication; and

(b) Enables the recipient to store, retrieve and reproduce the information.

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

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

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

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

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

(17) “Member” means a person that is qualified and accepted for membership in a cooperative.

(18) “Membership stock” means any class of stock, continuous ownership of which is required for membership in a cooperative.

(19) “Negotiate” means to confer with another in order to come to terms.

(20) “Person” means an individual, corporation, association, firm, partnership, joint stock company, cooperative or foreign cooperative.

(21) “Shareholder” means a holder of shares of capital stock of a cooperative other than membership stock.

(22) “Signature” means a manual, facsimile, conformed or electronic signature. [1957 c.716 §2; 1963 c.492 §41; 1974 c.2 §4; 1987 c.94 §78; 1995 c.195 §1; 1999 c.362 §16; 2001 c.142 §1; 2001 c.315 §33; 2005 c.107 §2; 2009 c.14 §2; 2009 c.294 §5; 2015 c.113 §3]

Source: Section 62.015 — Definitions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 58.335 — OR Code / Title 7 / Chapter 58 / Section 58.335
58.335 Filing of documents with professional licensing agency
Status: in_force

The regulatory board, by rule or regulation, may require that a professional corporation file with the board any documents the board requires to carry out its duties. [1969 c.592 §24; 1993 c.235 §20]

Source: Section 58.335 — Filing of documents with professional licensing agency; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 63.205 — OR Code / Title 7 / Chapter 63 / Section 63.205
63.205 Voluntary withdrawal of member
Status: in_force

(1) A member may voluntarily withdraw from a limited liability company:

(a) At the time or upon the occurrence of events specified in the articles of organization or any operating agreement; or

(b) Upon not less than six months’ prior written notice to the limited liability company, unless the articles of organization or any operating agreement expressly provide that a member has no power to withdraw voluntarily from the limited liability company or otherwise expressly limit or condition such power.

(2) If a member with the power to withdraw voluntarily from a limited liability company exercises that power, but the withdrawal is in breach of any provision of the articles of organization or any operating agreement, then, unless otherwise provided in the articles of organization or any operating agreement, the limited liability company, in addition to any other remedy available at law or in equity, may recover from the withdrawing member damages incurred by the limited liability company as a result of the breach and may offset the damages against any amounts otherwise distributable or payable to the withdrawing member.

(3) Unless otherwise provided in the articles of organization or any operating agreement, in the case of a limited liability company for a definite term or particular undertaking, a voluntary withdrawal by a member before the expiration of that term or completion of that undertaking is a breach of the applicable articles of organization or any operating agreement. [1993 c.173 §41; 1995 c.93 §9; 1997 c.646 §3]

Source: Section 63.205 — Voluntary withdrawal of member , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 62.811 — OR Code / Title 7 / Chapter 62 / Section 62.811
62.811 Recordation of cooperative documents
Status: in_force

A manufactured dwelling park nonprofit cooperative may record notices, restrictive covenants, leases, memoranda and other documents relating to the cooperative in the deed records of the county in which the manufactured dwelling park of the cooperative is located. [2009 c.609 §2]

Source: Section 62.811 — Recordation of cooperative documents , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.990 — OR Code / Title 7 / Chapter 65 / Section 65.990
65.990 Penalty for signing false document
Status: in_force

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

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

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

(2) Signing a false document for filing is a Class A misdemeanor. [1989 c.1010 §§12,171; 2013 c.158 §31; 2019 c.174 §111]

Source: Section 65.990 — Penalty for signing false document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.784 — OR Code / Title 7 / Chapter 65 / Section 65.784
65.784 Report to members and other persons of indemnification
Status: in_force

If a corporation indemnifies or advances expenses to a director under ORS 65.391 (Authority to indemnify) to 65.401 (Court-ordered indemnification) in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to:

(1) The members with or before the notice of the next meeting of members; and

(2) Any person having the right to designate or appoint the director no later than 90 days after the first indemnification or advance. [1989 c.1010 §169; 1991 c.231 §13]

Source: Section 65.784 — Report to members and other persons of indemnification , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.634 — OR Code / Title 7 / Chapter 60 / Section 60.634
60.634 Revocation of dissolution
Status: in_force

(1) A corporation may revoke its dissolution within 120 days of its effective date.

(2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization of dissolution permits revocation by action by the board of directors alone. If the authorization of dissolution permits revocation by action of the board of directors alone, the board of directors may revoke the dissolution without shareholder action.

(3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the office for filing, articles of revocation of dissolution that set forth:

(a) The name of the corporation;

(b) The effective date of the dissolution that was revoked;

(c) The date that the revocation of dissolution was authorized;

(d) If the corporation’s board of directors, or incorporators, revoked the dissolution, a statement to that effect;

(e) If the corporation’s board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(f) If shareholder action was required to revoke the dissolution, the information required by ORS 60.631 (Articles of dissolution) (1)(c) and (d).

(4) Unless a delayed effective date is specified, revocation of dissolution is effective when articles of revocation of dissolution are filed.

(5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred. [1987 c.52 §142]

Source: Section 60.634 — Revocation of dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.645 — OR Code / Title 7 / Chapter 63 / Section 63.645
63.645 Enforcement of claims against dissolved limited liability company
Status: in_force

A claim against a dissolved limited liability company that is not barred under ORS 63.641 (Known claims against dissolved limited liability company) or 63.644 (Unknown claims against dissolved limited liability company) may be enforced:

(1) Against the dissolved limited liability company to the extent of the dissolved limited liability company’s undistributed assets, including, without limitation, any insurance assets held by or for the benefit of the dissolved limited liability company that are available to satisfy the claim; or

(2) If the assets have been distributed in liquidation, against each member of the dissolved limited liability company for the amount by which such member’s liquidation distributions would have been reduced if the claim had been paid by the limited liability company. A member’s total liability for all claims under this section may not exceed the total value of assets distributed to the member, as of the date or dates of distribution, less any liability of the limited liability company paid on behalf of the limited liability company by that member after the date of the distribution. [1993 c.173 §58; 2021 c.221 §4]

Note: Section 5, chapter 221, Oregon Laws 2021, provides:

Sec. 5. (1) The amendments to ORS 60.644 (Unknown claims against dissolved corporation) , 60.645 (Enforcement of claims against dissolved corporation) , 63.644 (Unknown claims against dissolved limited liability company) and 63.645 (Enforcement of claims against dissolved limited liability company) by sections 1 to 4 of this 2021 Act apply to claims against a dissolved corporation or dissolved limited liability company whether the claims arise before, on or after the effective date of this 2021 Act [September 25, 2021], including claims against corporations or limited liability companies that dissolved before the effective date of this 2021 Act, for which a final judgment, including the exhaustion or expiration of all rights of appeal, has not been entered as of the effective date of this 2021 Act.

(2) The amendments to ORS 60.644 (Unknown claims against dissolved corporation) , 60.645 (Enforcement of claims against dissolved corporation) , 63.644 (Unknown claims against dissolved limited liability company) and 63.645 (Enforcement of claims against dissolved limited liability company) by sections 1 to 4 of this 2021 Act revive and allow claims that might have become barred by the time limitations set forth 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), 60.644 (Unknown claims against dissolved corporation) (3) or 63.644 (Unknown claims against dissolved limited liability company) (3). [2021 c.221 §5]

Source: Section 63.645 — Enforcement of claims against dissolved limited liability company , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 62.195 — OR Code / Title 7 / Chapter 62 / Section 62.195
62.195 Voting by shareholders
Status: in_force

(1) A shareholder may vote in person, by electronic means or by a proxy that the shareholder or the duly authorized attorney-in-fact of the shareholder executes in writing. A proxy is not valid after 11 months from the date of execution unless otherwise provided in the proxy. The following provisions, relating to voting of shares, apply to shareholders of cooperatives and shares of the capital stock of cooperatives other than membership stock:

(a) Shares standing in the name of another domestic or foreign cooperative may be voted by such officer, agent or proxy as the bylaws of the cooperative may prescribe, or, in the absence of such provision, as the board of directors of the cooperative may determine.

(b) An administrator, executor, guardian or conservator holding shares may vote the shares, in person, by electronic means or by a proxy, without transferring the shares into the name of the administrator, executor, guardian or conservator. Shares standing in the name of a trustee may be voted by the trustee, in person, by electronic means or by a proxy, but a trustee may not vote shares held by the trustee without transferring the shares into the trustee’s name.

(c) Shares standing in the name of a receiver may be voted by the receiver, and shares held by or under control of a receiver may be voted by the receiver without transferring the shares into the receiver’s name if an appropriate order of the court by which the receiver was appointed authorizes the receiver to vote the shares.

(d) A shareholder whose shares are pledged may vote the shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee may vote the shares so transferred.

(2) For the purpose of determining shareholders entitled to notice of or to vote at meetings, or entitled to receive payment of any dividend, the bylaws may fix in advance a date as the record date for any such determination of shareholders. The date must be not more than 50 days and not less than 10 days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If a record date is not fixed by the bylaws, the date on which notice of the meeting is mailed, or the date on which the resolution of the board of directors declaring such dividend is adopted, is the record date for such determination of shareholders. A determination of shareholders entitled to vote at any meeting made under this subsection applies to any adjournment of that meeting.

(3) As used in this section, “electronic means” means a method of voting that complies with ORS 84.001 (Short title) to 84.061 (Federal electronic signatures law partially superseded) . [1957 c.716 §15; 1987 c.94 §81; 2016 c.2 §1]

Source: Section 62.195 — Voting by shareholders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.347 — OR Code / Title 7 / Chapter 65 / Section 65.347
65.347 Waiver of notice
Status: in_force

(1) A director may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. Except as provided in subsection (2) of this section, the waiver must be in writing and may be a document that is transmitted electronically. The waiver must also be signed by the director entitled to the notice, must specify the meeting for which notice is waived and must be filed with the minutes or the corporate records.

(2) A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director, at the beginning of the meeting, or promptly upon the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. [1989 c.1010 §85; 2019 c.174 §63]

Source: Section 65.347 — Waiver of notice , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.265 — OR Code / Title 7 / Chapter 67 / Section 67.265
67.265 Continued use of partnership name
Status: in_force

Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. [1997 c.775 §33]

Source: Section 67.265 — Continued use of partnership name , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.762 — OR Code / Title 7 / Chapter 60 / Section 60.762
60.762 Benefit company board of governors
Status: in_force

(1) Intentionally left blank —Ed.

(a) A benefit company must have a board of governors and may designate at least one member of the board as a benefit governor. A benefit governor, in addition to the powers, duties, rights, privileges and immunities that other governors of the benefit company have, has the powers, duties, rights, privileges and immunities set forth in this section.

(b) The articles of incorporation, articles of organization, bylaws or other organizational documents of the benefit company may set forth additional qualifications for a benefit governor that are consistent with this section.

(2) The benefit company’s governors shall elect or appoint and may remove a benefit governor in accordance with procedures set forth in the benefit company’s articles of incorporation or articles of organization or in accordance with procedures the governors adopt if the articles of incorporation or articles of organization do not specify a procedure.

(3) The benefit governor shall provide information or statements to other governors of the benefit company concerning the other governors’ obligations under ORS 60.760 (Duties of, standard of conduct for and liabilities of governor of benefit company) .

(4) An individual’s action or decision not to act made in the capacity of benefit governor is for all purposes the individual’s action or decision not to act in the individual’s capacity as a governor of the benefit company.

(5) A benefit governor is not personally liable for an action or omission the benefit governor makes in the benefit governor’s capacity as a benefit governor unless the action or omission constitutes self-dealing, willful misconduct or a knowing violation of law. [2013 c.269 §7]

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

Source: Section 60.762 — Benefit company board of governors; benefit governor; duties, powers and liabilities , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 70.325 — OR Code / Title 7 / Chapter 70 / Section 70.325
70.325 When dissolution occurs
Status: in_force

A limited partnership is dissolved and its affairs shall be wound up when the first of any of the following events occurs:

(1) Upon reaching the time for dissolution specified in the certificate of limited partnership.

(2) Upon the happening of events specified in writing in the partnership agreement.

(3) By the vote or such other action of the partners as is provided in writing in the partnership agreement, or if the partnership agreement does not so provide in writing, by the written consent of all partners.

(4) An event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so. However, a limited partnership is not dissolved under this subsection and is not required to be wound up by reason of any event of withdrawal if, not later than the 90th day after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired.

(5) Entry of a judgment or judicial order of involuntary dissolution under ORS 70.330 (Judgment of dissolution) . [1985 c.677 §45; 1987 c.543 §27]

Source: Section 70.325 — When dissolution occurs , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 63.714 — OR Code / Title 7 / Chapter 63 / Section 63.714
63.714 Effect of authority
Status: in_force

(1) The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability of its members.

(2) Except as provided in subsection (3) of this section, a foreign limited liability company may not be denied registration by reason of any difference between the laws of this state and the laws of the state or other jurisdiction under which the foreign limited liability company is organized.

(3) Notwithstanding subsections (1) and (2) of this section, no foreign limited liability company shall be authorized or permitted to exercise any powers or purposes or conduct any business or affairs in this state that a domestic limited liability company is proscribed from exercising, pursuing or undertaking in this state. [1993 c.173 §79; 1995 c.93 §22]

Source: Section 63.714 — Effect of authority , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 67.606 — OR Code / Title 7 / Chapter 67 / Section 67.606
67.606 Cancellation of registration
Status: in_force

(1) A registration of a limited liability partnership may be canceled by delivering to the office of the Secretary of State for filing a written cancellation notice.

(2) The cancellation notice shall contain:

(a) The name of the limited liability partnership;

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

(c) A statement that the registration of the partnership as a limited liability partnership is being canceled; and

(d) A representation by the partner or partners executing the cancellation notice that the cancellation has been approved by a vote of the partners as required by ORS 67.600 (Eligibility for registration as a limited liability partnership) (3).

(3) A cancellation notice terminates the status of the partnership as a limited liability partnership as of the date of filing the cancellation notice or a later effective date specified in the cancellation notice. [Formerly 67.595]

Source: Section 67.606 — Cancellation of registration; effect , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.024 — OR Code / Title 7 / Chapter 60 / Section 60.024
60.024 Evidentiary effect of copy of filed document
Status: in_force

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

(2) The provisions of ORS 56.110 (Evidentiary effect of certificates and other documents issued by Secretary of State) shall apply to all documents filed pursuant to this chapter. [1987 c.52 §11]

Source: Section 60.024 — Evidentiary effect of copy of filed document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.234 — OR Code / Title 7 / Chapter 60 / Section 60.234
60.234 Shares held by nominees
Status: in_force

(1) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.

(2) The procedure referred to in subsection (1) of this section may set forth:

(a) The types of nominees to which it applies;

(b) The rights or privileges that the corporation recognizes in a beneficial owner;

(c) The manner in which the procedure is selected by the nominee;

(d) The information that must be provided when the procedure is selected;

(e) The period for which selection of the procedure is effective; and

(f) Other aspects of the rights and duties created. [1987 c.52 §59]

Source: Section 60.234 — Shares held by nominees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.750 — OR Code / Title 7 / Chapter 60 / Section 60.750
60.750 Definitions for ORS 60.750 to 60.770
Status: in_force

As used in ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) :

(1) “Benefit company” means a corporation or a limited liability company that is incorporated, organized, formed or created under ORS 60.754 (Status as benefit company) .

(2) “Benefit governor” means an individual who is designated as the benefit governor of a benefit company under ORS 60.762 (Benefit company board of governors) .

(3) “General public benefit” means a material positive impact on society and the environment, taken as a whole, from the business and operations of a benefit company.

(4) “Governor” means a director of a corporation that is a benefit company, a member in a member-managed limited liability company that is a benefit company or a manager in a manager-managed limited liability company that is a benefit company.

(5) “Minimum status vote” means a decision that an entity makes in accordance with ORS 60.756 (Minimum status vote required to approve certain actions) .

(6) “Third-party standard” means a recognized standard for defining, reporting and assessing an entity’s social and environmental performance that:

(a) Establishes criteria that apply to all of the interests described in ORS 60.760 (Duties of, standard of conduct for and liabilities of governor of benefit company) (1)(b), (c), (d), (e) and (f);

(b) Is developed by an organization that is not under the control of the benefit company or any of the benefit company’s affiliates; and

(c) Has information publicly available concerning:

(A) The criteria the standard uses to measure an entity’s overall social and environmental performance and the relative weight the standard gives to each criterion;

(B) The process by which the standard is developed and revised; and

(C) The organization that developed the standard that is sufficient in detail to disclose any relationships that might compromise the organization’s independence, including:

(i) The material owners and members of the organization’s governing body;

(ii) How the organization selects members of the organization’s governing body; and

(iii) The organization’s sources of financial support. [2013 c.269 §1]

Note: 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) were enacted into law by the Legislative Assembly but were not added to or made a part of ORS chapter 60 or any series therein by legislative action. See Preface to Oregon Revised Statutes for further explanation.

Source: Section 60.750 — Definitions for ORS 60.750 to 60.770 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.154 — OR Code / Title 7 / Chapter 65 / Section 65.154
65.154 Member’s liability for dues, assessments and fees
Status: in_force

A member may become liable to a corporation for dues, assessments or fees. A provision of the articles of incorporation or bylaws or a resolution the board of directors adopts to authorize or impose dues, assessments or fees does not, of itself, create liability to pay the obligation, but nonpayment may constitute grounds for expelling or suspending the member or suspending or terminating the membership without a hearing. [1989 c.1010 §45; 2019 c.174 §33]

Source: Section 65.154 — Member’s liability for dues, assessments and fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.641 — OR Code / Title 7 / Chapter 60 / Section 60.641
60.641 Known claims against dissolved corporation
Status: in_force

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

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

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

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

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

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

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

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

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

(4) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. [1987 c.52 §144]

Source: Section 60.641 — Known claims against dissolved corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.034 — OR Code / Title 7 / Chapter 65 / Section 65.034
65.034 Notice
Status: in_force

(1) Notice may be oral or written unless otherwise specified for a particular kind of notice.

(2) Notice may be communicated in person, by telephone, electronically or by mail or private carrier, including publication in a newsletter or similar document mailed to a member’s or director’s address. If personal notice is not possible, notice may be communicated by a newspaper of general circulation in the area where the meeting is to be held, or by radio, television or other form of public broadcast communication.

(3) A notice is effective only if the notice is communicated in a comprehensible form.

(4) Oral notice is effective when communicated.

(5) Intentionally left blank —Ed.

(a) Electronic notice in writing is effective at the earlier of:

(A) When the notice is received; or

(B) Two days after the notice is sent, if the notice is correctly addressed.

(b) Notice by mail or private carrier is effective at the earlier of:

(A) Five days after the notice is deposited in the United States mail, if the notice is correctly addressed and has first class postage affixed;

(B) On the date shown on the return receipt, if the notice is sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or

(C) On the date that the articles of incorporation or bylaws specify with respect to notice to members or directors.

(6) Intentionally left blank —Ed.

(a) Written notice is correctly addressed to a member or director of a corporation if the notice is addressed to the most recent address the member or director provided for receiving notice from the corporation.

(b) A written notice or report delivered as part of a newsletter, magazine or other publication sent to a member constitutes a written notice or report if the newsletter, magazine or other publication is addressed or delivered to the member’s address as the address appears in the corporation’s current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation’s current list of members, if the newsletter, magazine or other publication is addressed or delivered to one of the members at the address appearing on the current list of members.

(c) Written notice is correctly addressed to a domestic corporation or a foreign corporation that is authorized to transact business in this state, other than in the corporation’s capacity as a member, if the notice is addressed to the corporation’s registered agent or, if the corporation does not have a registered agent on record, to the principal office shown in the corporation’s most recent annual report or, if the corporation has not filed an annual report, in the articles of incorporation or in the corporation’s application for a certificate of authority to do business.

(7) If ORS 65.214 (Notice of meeting) or any other provision of this chapter prescribes different notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe different notice requirements that are more stringent than the provisions of this section or other provisions of this chapter, the requirements in the articles of incorporation or bylaws govern. [1989 c.1010 §15; 2019 c.174 §15]

Source: Section 65.034 — Notice , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.425 — OR Code / Title 7 / Chapter 62 / Section 62.425
62.425 Unclaimed distribution, redemptions or payments
Status: in_force

(1) Any distribution of net margins by a cooperative or any redemption of or payment based upon any indebtedness, capital stock of a cooperative or other equity interest which remains unclaimed four years after the date authorized for payment, redemption or retirement may be forfeited by the board. Any amount forfeited may revert to the cooperative, if, at least six months prior to the declared date of forfeiture, notice that the payment is available has been mailed to the last-known address of the person shown by the cooperative’s records to be entitled thereto or, if the address is unknown, is published as provided by ORS 62.245 (Missing certificates or evidence of interest in cooperative) .

(2) This section applies to payments authorized before or after January 1, 1958, except that this section does not authorize the forfeiture prior to January 1, 1959, of any right to any such amount which would not otherwise have been barred prior to January 1, 1959. [1957 c.716 §37; 1987 c.341 §1; 1995 c.195 §13]

Source: Section 62.425 — Unclaimed distribution, redemptions or payments , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 63.801 — OR Code / Title 7 / Chapter 63 / Section 63.801
63.801 Derivative proceedings
Status: in_force

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

(2) Except as otherwise provided in writing in the articles of organization or any operating agreement, a complaint in a proceeding brought in the right of a limited liability company must allege with particularity the demand made, if any, to obtain action by the managers or the members who would otherwise have the authority to cause the limited liability company to sue in its own right, and either that the demand was refused or ignored or the reason why a demand was not made. Whether or not a demand for action was made, if the limited liability company commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed.

(3) A proceeding commenced under this section may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the members or a class of members, the court shall direct that notice be given to the members affected. [1993 c.173 §95]

Source: Section 63.801 — Derivative proceedings , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 62.765 — OR Code / Title 7 / Chapter 62 / Section 62.765
62.765 Definitions for ORS 62.765 to 62.792
Status: in_force

As used in ORS 62.765 (Definitions for ORS 62.765 to 62.792) to 62.792 (Short title) , unless the context requires otherwise:

(1) “Employee cooperative” means a corporation which has elected to be governed by the provisions of ORS 62.765 (Definitions for ORS 62.765 to 62.792) to 62.792 (Short title) .

(2) “Member” means a natural person who has been accepted for membership in, and owns a membership share issued by an employee cooperative. [1987 c.677 §12]

Source: Section 62.765 — Definitions for ORS 62.765 to 62.792 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.957 — OR Code / Title 7 / Chapter 65 / Section 65.957
65.957 Application to existing domestic corporations
Status: reserved

(1) This chapter applies to all domestic corporations in existence on October 3, 1989, that were incorporated under any general statute of this state providing for incorporation of nonprofit corporations if power to amend or repeal the statute under which the corporation was incorporated was reserved.

(2) Without limitation as to any other corporations that may be outside the scope of subsection (1) of this section, this chapter does not apply to the following:

(a) The Oregon State Bar and the Oregon State Bar Professional Liability Fund created under ORS 9.005 (Definitions for ORS 9.005 to 9.757) to 9.757 (Retention of client materials) ;

(b) The State Accident Insurance Fund Corporation created under ORS chapter 656;

(c) The Oregon Insurance Guaranty Association and the Oregon Life and Health Insurance Guaranty Association created under ORS chapter 734; and

(d) The Oregon FAIR Plan Association created under ORS 735.045 (Oregon FAIR Plan Association) . [1989 c.1010 §172; 1997 c.249 §26; 1999 c.274 §20; 2001 c.922 §11; 2005 c.22 §51; 2013 c.698 §29]

Source: Section 65.957 — Application to existing domestic corporations; exemptions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.554 — OR Code / Title 7 / Chapter 60 / Section 60.554
60.554 Right to dissent
Status: in_force

(1) Subject to subsection (2) of this section, a shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder’s shares in the event of, any of the following corporate acts:

(a) Consummation of a plan of merger to which the corporation is a party if shareholder approval is required for the merger by ORS 60.487 (Action on plan of merger or share exchange) or the articles of incorporation and the shareholder is entitled to vote on the merger or if the corporation is a subsidiary that is merged with its parent under ORS 60.491 (Merger with subsidiary) ;

(b) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan;

(c) Consummation of a sale or exchange of all or substantially all of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale;

(d) An amendment of the articles of incorporation that materially and adversely affects rights in respect of a dissenter’s shares because it:

(A) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities; or

(B) Reduces the number of shares owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under ORS 60.141 (Fractional shares) ;

(e) Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares; or

(f) Conversion to a noncorporate business entity pursuant to ORS 60.472 (Conversion) .

(2) A shareholder entitled to dissent and obtain payment for the shareholder’s shares under ORS 60.551 (Definitions for ORS 60.551 to 60.594) to 60.594 (Court costs and counsel fees) may not challenge the corporate action creating the shareholder’s entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.

(3) Dissenters’ rights shall not apply to the holders of shares of any class or series if the shares of the class or series were registered on a national securities exchange on the record date for the meeting of shareholders at which the corporate action described in subsection (1) of this section is to be approved or on the effective date of the merger under ORS 60.491 (Merger with subsidiary) , unless the articles of incorporation otherwise provide. [1987 c.52 §125; 1989 c.1040 §31; 1993 c.403 §9; 1999 c.362 §15; 2009 c.355 §2]

Source: Section 60.554 — Right to dissent , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.007 — OR Code / Title 7 / Chapter 60 / Section 60.007
60.007 Filing, service, copying and certification fees
Status: in_force

The Secretary of State shall collect the fees described in ORS 56.140 (Fees) for each document delivered for filing under this chapter and for process served on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 (Fees) for copying any public record under this chapter, certifying the copy or certifying to other facts of record under this chapter. [1987 c.52 §6; 1989 c.383 §3; 1989 c.1040 §36; 1991 c.132 §3; 1999 c.362 §§4,4a]

Source: Section 60.007 — Filing, service, copying and certification fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.472 — OR Code / Title 7 / Chapter 60 / Section 60.472
60.472 Conversion
Status: in_force

(1) Intentionally left blank —Ed.

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

(b) A corporation 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 corporation 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 corporation 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 corporation complies with all requirements that the laws of the other jurisdiction impose with respect to the conversion.

(3) The plan of conversion must set forth:

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

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

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

(d) The manner and basis of converting the ownership interests of each owner into ownership interests or obligations of the 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 §7; 2001 c.315 §12; 2003 c.80 §15; 2011 c.147 §1]

Source: Section 60.472 — Conversion , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 59.760 — OR Code / Title 7 / Chapter 59 / Section 59.760
59.760 Reporting false sale of securities with intent to deceive
Status: in_force

No person shall, with intent to deceive, report or publish, or cause to be reported or published as a purchase or sale of stocks or bonds, any transaction whereby no actual change of ownership or interest is effected.

Source: Section 59.760 — Reporting false sale of securities with intent to deceive , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.561 — OR Code / Title 7 / Chapter 60 / Section 60.561
60.561 Notice of dissenters’ rights
Status: in_force

(1) If a proposed corporate action that creates dissenters’ rights under ORS 60.554 (Right to dissent) is submitted to a vote at a shareholders’ meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters’ rights under ORS 60.551 (Definitions for ORS 60.551 to 60.594) to 60.594 (Court costs and counsel fees) and a copy of ORS 60.551 (Definitions for ORS 60.551 to 60.594) to 60.594 (Court costs and counsel fees) must accompany the notice.

(2) If a corporate action that creates dissenters’ rights under ORS 60.554 (Right to dissent) is taken without approval of the shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters’ rights that the action was taken and send the shareholders entitled to assert dissenters’ rights the dissenters’ notice described in ORS 60.567 (Dissenters’ notice) . [1987 c.52 §127; 2015 c.28 §6]

Source: Section 60.561 — Notice of dissenters’ rights , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.747 — OR Code / Title 7 / Chapter 65 / Section 65.747
65.747 Reinstatement following administrative revocation
Status: in_force

(1) A foreign corporation which has had its authority revoked under ORS 65.737 (Grounds for administrative 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 65.717 (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.1010 §160a; 1995 c.215 §15]

Source: Section 65.747 — Reinstatement following administrative revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.711 — OR Code / Title 7 / Chapter 60 / Section 60.711
60.711 Amendment to application for authority
Status: in_force

(1) A foreign corporation authorized to transact business in this state shall deliver an amendment to the application for authority to transact business in this state to the office for filing if it changes:

(a) Its corporate name as shown on the records of the office; or

(b) The period of its duration.

(2) The amendment to the application for authority to transact business in this state shall set forth its corporate name shown on the records of the office and the new corporate name or the new period of duration. The corporate name as changed must satisfy the requirements of ORS 60.717 (Corporate name of foreign corporation) . [1987 c.52 §158]

Source: Section 60.711 — Amendment to application for authority , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.357 — OR Code / Title 7 / Chapter 60 / Section 60.357
60.357 General standards for directors
Status: in_force

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

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

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

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

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

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

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

(5) When evaluating any offer of another party to make a tender or exchange offer for any equity security of the corporation, or any proposal to merge or consolidate the corporation with another corporation or to purchase or otherwise acquire all or substantially all the properties and assets of the corporation, the directors of the corporation may, in determining what they believe to be in the best interests of the corporation, give due consideration to the social, legal and economic effects on employees, customers and suppliers of the corporation and on the communities and geographical areas in which the corporation and its subsidiaries operate, the economy of the state and nation, the long-term as well as short-term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation, and other relevant factors. [1987 c.52 §85; 1989 c.4 §8]

Source: Section 60.357 — General standards for directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.341 — OR Code / Title 7 / Chapter 65 / Section 65.341
65.341 Action without meeting
Status: in_force

(1) Unless the articles of incorporation or bylaws specify that a board of directors’ meeting is necessary to take an action, action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.

(2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date.

(3) A consent signed under this section has the effect of a meeting vote and may be described as a meeting vote in any document. [1989 c.1010 §83; 2005 c.161 §2; 2019 c.174 §61]

Source: Section 65.341 — Action without meeting , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.655 — OR Code / Title 7 / Chapter 67 / Section 67.655
67.655 Grounds for administrative revocation
Status: in_force

The Secretary of State may commence a proceeding under ORS 67.660 (Procedure for and effect of administrative revocation) to administratively revoke the registration of a limited liability partnership if:

(1) The limited liability partnership does not pay when due any fees imposed by this chapter; or

(2) The limited liability partnership does not deliver its annual report to the Secretary of State when due. [1997 c.775 §63]

Source: Section 67.655 — Grounds for administrative revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 58.037 — OR Code / Title 7 / Chapter 58 / Section 58.037
58.037 Application to joint and several liability of shareholders of corporation organized under ORS chapter 60 for purpose of rendering professional services
Status: in_force

(1) Notwithstanding any provision of ORS chapter 60 or ORS 58.035 (Application to persons licensed to render professional services) , this chapter shall apply to a corporation, and to the joint and several liability of the shareholders of a corporation, organized by a professional under ORS chapter 60 for the purpose of rendering professional service or services unless, prior to December 1, 1992:

(a) The professional’s regulating board authorized incorporation under ORS chapter 60; and

(b) The corporation was incorporated under ORS chapter 60.

(2) Notwithstanding subsection (1) of this section, architects registered under ORS 671.010 (Definitions) to 671.220 (Board action to enjoin violations) may organize as corporations under ORS chapter 60 or this chapter and shall be subject solely to the provisions of the chapter under which they are organized. [1993 c.235 §11; 1995 c.327 §3; 1997 c.774 §2; 2013 c.196 §17]

Source: Section 58.037 — Application to joint and several liability of shareholders of corporation organized under ORS chapter 60 for purpose of rendering professional services; exemption; application to architects , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 70.430 — OR Code / Title 7 / Chapter 70 / Section 70.430
70.430 Grounds for administrative action to inactivate certificate or registration of limited partnership
Status: in_force

The Secretary of State may commence a proceeding under ORS 70.435 (Notice of administrative inactivation) to inactivate a certificate of limited partnership or the registration of a foreign limited partnership if:

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

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

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

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

(5) The limited partnership’s period of duration stated in its certificate of limited partnership expires. [1993 c.190 §13]

Source: Section 70.430 — Grounds for administrative action to inactivate certificate or registration of limited partnership , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 65.251 — OR Code / Title 7 / Chapter 65 / Section 65.251
65.251 Other methods of electing directors
Status: in_force

A corporation may provide in the corporation’s articles of incorporation or bylaws for election of directors by members or delegates:

(1) On the basis of chapter or other organizational unit;

(2) By region or other geographic unit;

(3) By preferential voting; or

(4) By any other reasonable method. [1989 c.1010 §66; 2019 c.174 §50]

Source: Section 65.251 — Other methods of electing directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 70.285 — OR Code / Title 7 / Chapter 70 / Section 70.285
70.285 Partnership as personal property
Status: in_force

A partnership interest is personal property. [1985 c.677 §40]

Source: Section 70.285 — Partnership as personal property , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 70.435 — OR Code / Title 7 / Chapter 70 / Section 70.435
70.435 Notice of administrative inactivation
Status: in_force

(1) If the Secretary of State determines that one or more grounds exist under ORS 70.430 (Grounds for administrative action to inactivate certificate or registration of limited partnership) for inactivating a certificate of limited partnership or the registration of a foreign limited partnership, the Secretary of State shall give the limited partnership notice of that determination.

(2) If the limited partnership, within 45 days after the notice is given, does not correct each ground for inactivation or demonstrate to the satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist, the Secretary of State shall inactivate the certificate of limited partnership or the registration of a foreign limited partnership.

(3) The administrative inactivation of a certificate of domestic limited partnership does not terminate the authority of its registered agent.

(4) The administrative inactivation of the registration of a foreign limited partnership terminates the authority of the registered agent of the foreign limited partnership. [1993 c.190 §14; 2001 c.315 §38]

Source: Section 70.435 — Notice of administrative inactivation; effect of inactivation on authority of registered agent , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.051 — OR Code / Title 7 / Chapter 60 / Section 60.051
60.051 Incorporation
Status: in_force

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

(2) The Secretary of State’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. [1987 c.52 §17]

Source: Section 60.051 — Incorporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.615 — OR Code / Title 7 / Chapter 67 / Section 67.615
67.615 Distributions to partners
Status: in_force

(1) A distribution may be made by a limited liability partnership to any partner only if, after giving effect to the distribution, in the judgment of the partners approving the distribution:

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

(b) The fair value of the total assets of the partnership would equal or exceed its total liabilities.

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

(a) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or

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

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

(4) This section shall not apply to distributions to the partners that are regularly and customarily paid and constitute reasonable compensation for services performed by the partners in the business of the partnership.

(5) If a partner receives a distribution in violation of the partnership agreement or this section, the partner is liable to the limited liability partnership for a period of two years after the receipt of such distribution for that portion of the distribution that violates the partnership agreement or this section. [1997 c.775 §60]

Source: Section 67.615 — Distributions to partners , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 58.156 — OR Code / Title 7 / Chapter 58 / Section 58.156
58.156 Method by which professional corporation to render services
Status: in_force

(1) A domestic professional corporation or a foreign professional corporation may render professional service or services in this state only through a person or persons who are licensed or otherwise authorized in this state to render such professional service or services.

(2) Subsection (1) of this section does not:

(a) Require a person employed by a professional corporation to be licensed to perform services for such corporation if a license is not otherwise required;

(b) Prohibit a licensed person from rendering professional service or services in the person’s individual capacity although the person is a shareholder, director, officer, employee or agent of a domestic or foreign professional corporation; or

(c) Prohibit a person licensed in another state from rendering professional service or services for a domestic or foreign professional corporation in this state if not prohibited by the applicable regulatory board. [1993 c.235 §25]

Source: Section 58.156 — Method by which professional corporation to render services; exceptions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 70.410 — OR Code / Title 7 / Chapter 70 / Section 70.410
70.410 Content of complaint
Status: in_force

In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort. [1985 c.677 §59]

Source: Section 70.410 — Content of complaint , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 59.780 — OR Code / Title 7 / Chapter 59 / Section 59.780
59.780 Broker’s trading against customer’s order
Status: in_force

(1) No broker, employed by a customer to buy and carry upon margin stocks or bonds, while acting as broker for the customer in respect to such stocks or bonds, shall sell for the broker’s own account the same kind or issue of stocks or bonds, with intent to trade against the customer’s order.

(2) No broker, employed by a customer to sell stocks or bonds, while acting as broker for the customer in respect to the sale of such stocks or bonds, shall purchase for the broker’s own account the same kind or issue of stocks or bonds, with intent to trade against the customer’s order.

(3) Every member of a firm of brokers who either does, or consents or assents to the doing of, any act prohibited by this section, ORS 59.790 (Insolvent broker-dealer receiving securities from customer) or 59.800 (Pledge or sale by broker-dealer of customer’s securities) is guilty of violating the section prohibiting the act.

Source: Section 59.780 — Broker’s trading against customer’s order; violation of ORS 59.780 to 59.800 by member of broker’s firm , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 59.355 — OR Code / Title 7 / Chapter 59 / Section 59.355
59.355 Corporations subject to other laws
Status: in_force

Nothing in the Oregon Securities Law relieves a corporation from making reports required by law to be made to the Director of the Department of Consumer and Business Services or to any other state officer, or from paying the fees to be paid by corporations. The Oregon Securities Law:

(1) Does not repeal any law regulating the organization of corporations in this state or the admission of any foreign corporation.

(2) Is additional to any provisions regulating the organization of a corporation under the laws of this state or the admission of a foreign corporation to do business in this state. [1967 c.537 §32]

Source: Section 59.355 — Corporations subject to other laws , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.014 — OR Code / Title 7 / Chapter 60 / Section 60.014
60.014 Correcting filed document
Status: in_force

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

(2) A domestic or foreign corporation shall correct a document by delivering articles of correction to the office. The articles must include the following:

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

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

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

(3) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. [1987 c.52 §8; 2017 c.55 §3]

Source: Section 60.014 — Correcting filed document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 59.365 — OR Code / Title 7 / Chapter 59 / Section 59.365
59.365 Common-law and statutory rights not limited
Status: in_force

Nothing in the Oregon Securities Law limits any statutory or common-law right of a person to bring an action in any court for an act involved in the sale of securities, or the right of the state to punish a person for a violation of any law. [1967 c.537 §33]

Source: Section 59.365 — Common-law and statutory rights not limited , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 70.625 — OR Code / Title 7 / Chapter 70 / Section 70.625
70.625 Short title
Status: in_force

This chapter may be cited as the Uniform Limited Partnership Act. [Formerly 70.490]

Source: Section 70.625 — Short title , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.667 — OR Code / Title 7 / Chapter 60 / Section 60.667
60.667 Receivership or custodianship
Status: in_force

(1) A court in a judicial proceeding brought to dissolve a corporation, or in a judicial proceeding for shareholder remedies described in ORS 60.952 (Court proceeding by shareholder in close corporation) , may appoint one or more receivers to wind up and liquidate the business and affairs of the corporation or one or more custodians to manage the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all its property wherever located.

(2) The court may appoint an individual or a domestic or foreign corporation, authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(3) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended periodically. Among other powers:

(a) The receiver may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court and may sue and defend in the receiver’s own name as receiver of the corporation in all courts of this state.

(b) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.

(4) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders and creditors.

(5) The court periodically during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver’s or custodian’s counsel from the assets of the corporation or proceeds from the sale of the assets.

(6) If applicable under ORS 37.040 (Applicability) , the Oregon Receivership Code controls over conflicting provisions of this section. [1987 c.52 §152; 2001 c.315 §62; 2017 c.358 §45]

Source: Section 60.667 — Receivership or custodianship , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.365 — OR Code / Title 7 / Chapter 62 / Section 62.365
62.365 Relief against breach or threatened breach of contract
Status: in_force

(1) In the event of a breach or threatened breach of a cooperative contract authorized by ORS 62.355 (Cooperative contracts) , the cooperative is entitled to an injunction to prevent the breach or any further breach thereof, and to a judgment of specific performance thereof. Upon filing of a verified complaint showing the breach or threatened breach, and upon filing a sufficient bond, the cooperative is entitled to a temporary restraining order.

(2) Any person who, with knowledge that a contract exists, induces or attempts to induce any member to breach the contract with the cooperative, or who in any manner aids a breach of the contract, is liable to the cooperative for damages caused by such interference. The cooperative is also entitled to an injunction to prevent any interference or further interference with the contract. [1957 c.716 §34; 2003 c.576 §324]

Source: Section 62.365 — Relief against breach or threatened breach of contract; penalty for interference , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.807 — OR Code / Title 7 / Chapter 65 / Section 65.807
65.807 Public hearing
Status: in_force

(1) Before issuing a written decision under ORS 65.809 (Time for Attorney General decision) , the Attorney General shall conduct a public hearing unless the Attorney General waives the requirement of a hearing. If a hearing is held, the Attorney General shall provide at least 14 days’ notice of the time and place of the hearing in one or more newspapers of general circulation in the affected community and to the governing body of the county in which the hospital is located.

(2) Before waiving a hearing under this section, the Attorney General must mail notice of the intended waiver of public hearing to all persons on the mailing list maintained by the Attorney General under ORS 65.803 (Hospitals operated by nonprofit corporation) (5). The Attorney General may not take further action on the request for approval until at least 14 days after the mailing of the notice required by this subsection. [1997 c.291 §5]

Source: Section 65.807 — Public hearing; waiver; notice , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).