ORS § 62.665 — OR Code / Title 7 / Chapter 62 / Section 62.665
62.665 Procedure for dissolution
Status: in_force

After the adoption of a resolution to dissolve by the members and, if appropriate, the shareholders:

(1) The cooperative shall proceed to collect its assets, convey and dispose of such of its properties as are not to be distributed in kind to its members or shareholders, pay, satisfy and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs, and, after paying or adequately providing for the payment of all its obligations, distribute the remainder of its assets either in cash or in kind, among the persons entitled to the same by law, the articles and the bylaws.

(2) The cooperative, at any time during the liquidation of its business and affairs, may make application to a court of competent jurisdiction within the state and judicial subdivision in which the registered office or principal place of business of the cooperative is situated, to have the liquidation continued under the supervision of the court as provided in this chapter. [1957 c.716 §51; 1965 c.631 §21]

Source: Section 62.665 — Procedure for dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 62.771 — OR Code / Title 7 / Chapter 62 / Section 62.771
62.771 Revocation of election to be governed as employee cooperative
Status: in_force

An employee cooperative may revoke its election under ORS 62.765 (Definitions for ORS 62.765 to 62.792) to 62.792 (Short title) by a vote of two-thirds of the members and through amendment to its articles of incorporation filed in accordance with this chapter. [1987 c.677 §14]

Source: Section 62.771 — Revocation of election to be governed as employee cooperative , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 62.275 — OR Code / Title 7 / Chapter 62 / Section 62.275
62.275 Quorum of members
Status: in_force

(1) Those members present at any annual or special member meeting of a cooperative constitute a quorum at the meeting, unless the bylaws of that cooperative provide that a greater number constitutes a quorum.

(2) Any action taken at a member meeting of a cooperative subsequent to December 31, 1953, and prior to January 1, 1958, which would have been effective except for the absence of a quorum shall be deemed effective in all respects if there were present at such meeting a quorum of members as provided in the bylaws of that cooperative which were in effect at the time of that meeting. [1957 c.716 §22]

Source: Section 62.275 — Quorum of members , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 62.482 — OR Code / Title 7 / Chapter 62 / Section 62.482
62.482 Application of ORS 62.462 to 62.482
Status: in_force

(1) The indemnification and provisions for advancement of expenses provided by ORS 62.462 (Definitions for ORS 62.462 to 62.482) to 62.482 (Application of ORS 62.462 to 62.482) shall not be deemed exclusive of any other rights to which directors, officers, employees or agents may be entitled under the cooperative’s articles of incorporation or bylaws, any agreement, general or specific action of its board of directors, vote of members or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Specifically and not by way of limitation, a cooperative shall have the power to make or agree to make any further indemnification, including advancement of expenses, of:

(a) Any director as authorized by the articles of incorporation, any bylaws approved, adopted or ratified by the members or any resolution or agreement approved, adopted or ratified, before or after such indemnification or agreement is made, by the members, provided that no such indemnification shall indemnify any director from or on account of acts or omissions for which liability could not be eliminated under ORS 62.513 (Contents of articles of incorporation) (4)(e); and

(b) Any officer, employee or agent who is not a director as authorized by its articles of incorporation or bylaws, general or specific action of its board of directors or agreement. Unless the articles of incorporation, or any such bylaws, agreement or resolution provide otherwise, any determination as to any further indemnity under this paragraph shall be made in accordance with ORS 62.474 (Determination and authorization of indemnification) .

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

(3) ORS 62.462 (Definitions for ORS 62.462 to 62.482) to 62.482 (Application of ORS 62.462 to 62.482) do not limit a cooperative’s power to pay or reimburse expenses incurred by a director in connection with the director’s appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to a proceeding. [1995 c.195 §23; 2007 c.186 §5]

Source: Section 62.482 — Application of ORS 62.462 to 62.482 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 63.044 — OR Code / Title 7 / Chapter 63 / Section 63.044
63.044 Formation
Status: in_force

One or more individuals 18 years of age or older or other entities may form a limited liability company by executing and delivering articles of organization to the office for filing. Organizers need not be members of the limited liability company. [1993 c.173 §14]

Source: Section 63.044 — Formation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.631 — OR Code / Title 7 / Chapter 65 / Section 65.631
65.631 Articles of dissolution
Status: in_force

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

(a) The name of the corporation;

(b) The date dissolution was authorized;

(c) A statement that dissolution was approved by a sufficient vote of the board of directors;

(d) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;

(e) If approval by members entitled to vote was required:

(A) The designation and number of members of, and number of votes entitled to be cast by, each class entitled to vote separately on dissolution; and

(B) The total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution;

(f) If approval of dissolution by some person or persons other than the members entitled to vote on dissolution, the board or the incorporators is required pursuant to ORS 65.624 (Dissolution by directors, members and third persons) (1)(c), a statement that the approval was obtained; and

(g) If the corporation is a public benefit corporation or religious corporation, that the notice to the Attorney General required by ORS 65.627 (Transfer or conveyance of assets as part of dissolution) has been given.

(2) A corporation is dissolved upon the effective date of the corporation’s articles of dissolution. [1989 c.1010 §133; 2019 c.174 §91]

Source: Section 65.631 — Articles of dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.571 — OR Code / Title 7 / Chapter 60 / Section 60.571
60.571 Duty to demand payment
Status: in_force

(1) A shareholder sent a dissenters’ notice described in ORS 60.567 (Dissenters’ notice) must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the dissenters’ notice pursuant to ORS 60.567 (Dissenters’ notice) (2)(c), and deposit the shareholder’s certificates in accordance with the terms of the notice.

(2) The shareholder who demands payment and deposits the shareholder’s shares under subsection (1) of this section retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.

(3) A shareholder who does not demand payment or deposit the shareholder’s share certificates where required, each by the date set in the dissenters’ notice, is not entitled to payment for the shareholder’s shares under this chapter. [1987 c.52 §130]

Source: Section 60.571 — Duty to demand payment , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 70.295 — OR Code / Title 7 / Chapter 70 / Section 70.295
70.295 Rights of judgment creditor of partner
Status: in_force

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to the partner’s partnership interest. [1985 c.677 §42]

Source: Section 70.295 — Rights of judgment creditor of partner , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.661 — OR Code / Title 7 / Chapter 60 / Section 60.661
60.661 Grounds for judicial dissolution
Status: in_force

(1) A circuit court may dissolve a corporation:

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

(A) The corporation filed articles of incorporation with fraudulent intent, with fraudulent information or in a manner that otherwise indicates fraud;

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

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

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

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

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

(II) The corporation’s articles of incorporation, a record the corporation must keep under ORS 60.771 (Corporate records) , or the corporation’s annual report is false, fraudulent or inadequate;

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

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

(b) In a proceeding by a shareholder in a corporation that has shares that are listed on a national securities exchange or that are regularly traded in a market maintained by one or more members of a national or affiliated securities association, if the court finds that:

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

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

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

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

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

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

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

(d) In a proceeding by the corporation to have the corporation’s voluntary dissolution continued under court supervision.

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

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

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

(3) A corporation may affirmatively defend against an allegation that the corporation is a shell entity by showing that the corporation, within 60 days after receiving a request to provide or correct a name, address or other information required for a filing or in articles of incorporation, a record the corporation must keep or an annual report, or within 60 days after the date of a request to respond to a communication or service of process, provided or corrected the name, address or other information or responded to the communication or service of process. [1987 c.52 §150; 2001 c.315 §58; 2017 c.705 §15]

Source: Section 60.661 — Grounds for judicial dissolution; finding that corporation is shell entity; prima facie showing by Attorney General; effects; affirmative defenses , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 58.005 — OR Code / Title 7 / Chapter 58 / Section 58.005
58.005 Short title
Status: in_force

This chapter shall be known and may be cited as the “Oregon Professional Corporation Act.” [1969 c.592 §1]

Source: Section 58.005 — Short title , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 65.484 — OR Code / Title 7 / Chapter 65 / Section 65.484
65.484 Limitations on mergers by public benefit or religious corporations
Status: in_force

(1) Without the prior written consent of the Attorney General or the prior approval of the circuit court of the county in which a corporation’s principal office is located or, if the principal office is not in this state, where the registered office of the corporation is or was last located, in a proceeding in which the Attorney General has been given written notice, a public benefit corporation or religious corporation may merge only with:

(a) A public benefit corporation or religious corporation;

(b) A foreign corporation that would qualify under this chapter as a public benefit corporation or religious corporation;

(c) A wholly owned foreign corporation or domestic business corporation or mutual benefit corporation, provided the public benefit corporation or religious corporation is the surviving corporation and continues to be a public benefit corporation or religious corporation after the merger; or

(d) A foreign corporation or domestic business corporation or mutual benefit corporation, provided that:

(A) On or before the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit corporation or religious corporation or the fair market value of the public benefit corporation or religious corporation if the public benefit corporation or religious corporation were to be operated as a business concern are transferred or conveyed to one or more persons that would have received the assets of the public benefit corporation or religious corporation under ORS 65.637 (Effect of dissolution) (1)(e) and (f) had the public benefit corporation or religious corporation dissolved;

(B) The public benefit corporation or religious corporation shall return, transfer or convey any assets the public benefit corporation or religious corporation holds upon condition requiring return, transfer or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and

(C) The merger is approved by a majority of directors of the public benefit corporation or religious corporation who are not and will not become members or shareholders in, or officers, employees, agents or consultants of, the surviving corporation.

(2) The public benefit corporation or religious corporation must deliver notice and a copy of the proposed plan of merger to the Attorney General at least 20 days before the public benefit corporation or religious corporation files articles of merger.

(3) Without the prior written consent of the Attorney General or the prior approval of the court specified in subsection (1) of this section in a proceeding in which the Attorney General has been given written notice, a member of a public benefit corporation or religious corporation may not receive or keep anything as a result of a merger other than a membership in the surviving public benefit corporation or religious corporation. Approval or consent that is required by this section must be given if the transaction is consistent with the purposes of the public benefit corporation or religious corporation or is otherwise in the public interest. [1989 c.1010 §119; 2019 c.174 §82]

Source: Section 65.484 — Limitations on mergers by public benefit or religious corporations , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 56.041 — OR Code / Title 7 / Chapter 56 / Section 56.041
56.041 Operating Account
Status: in_force

(1) The Operating Account is established in the General Fund of the State Treasury.

(2) The net amount accruing to the Secretary of State from all fees, charges, interest, fines, penalties and miscellaneous revenues from all sources relating to business registry functions, and moneys received by the Secretary of State under ORS chapters 79 and 194 and ORS 80.100 (Definitions for ORS 80.100 to 80.130) to 80.130 (Place to register as buyer of farm product, commission merchant or selling agent) , 87.246 (Recording) , 87.767 (Form of notice) and 87.806 (Filing of federal tax liens) to 87.831 (Short title) shall, after deduction of refunds, be paid over to the State Treasurer and deposited at least monthly in the Operating Account.

(3) Moneys deposited to the credit of the Operating Account are continuously appropriated to the Secretary of State for the expenses of carrying out the functions and duties of the Secretary of State relating to business registry, and the functions and duties of the Secretary of State under ORS chapters 79 and 194 and ORS 56.200 (Definitions for ORS 56.200 to 56.209) to 56.209 (Protections for persons making complaints) , 80.100 (Definitions for ORS 80.100 to 80.130) to 80.130 (Place to register as buyer of farm product, commission merchant or selling agent) , 87.246 (Recording) , 87.767 (Form of notice) and 87.806 (Filing of federal tax liens) to 87.831 (Short title) .

(4) At the end of each month, the Secretary of State shall determine the number of business registry filings during the month for which the Secretary of State collected the fees described in ORS 56.140 (Fees) (1) to (4). After deducting and depositing to the Operating Account the expenses of carrying out the functions and duties of the Secretary of State relating to business registry, and an amount necessary to maintain a reasonable reserve, the Secretary of State shall deposit all other moneys from the fees collected during the month under ORS 56.140 (Fees) (1) to (4) in the General Fund. Amounts deposited to the General Fund under this subsection are available for general governmental expenses. [1961 c.280 §10; 1963 c.551 §16; 1981 c.633 §1; 1987 c.58 §12; 1987 c.414 §140; 1991 c.132 §1; 1991 c.425 §9; 1993 c.66 §7; 1999 c.652 §4; 2001 c.445 §160; 2003 c.785 §7; 2009 c.745 §13; 2013 c.699 §6; 2021 c.472 §1]

Source: Section 56.041 — Operating Account , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 65.724 — OR Code / Title 7 / Chapter 65 / Section 65.724
65.724 Change of registered office or registered agent of foreign corporation
Status: in_force

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

(a) The name of the foreign corporation;

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

(c) The name of the new registered agent and a statement that the new agent has consented to the appointment, if the foreign corporation intends to change the current registered agent; and

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

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

(3) The Secretary of State’s filing the statement under this section terminates the existing registered office or agent, or both, on the effective date of the filing and establishes the newly appointed registered office or agent, or both, as that of the foreign corporation. [1989 c.1010 §154; 2019 c.174 §102]

Source: Section 65.724 — Change of registered office or registered agent of foreign corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 58.400 — OR Code / Title 7 / Chapter 58 / Section 58.400
58.400 Filing requirements
Status: in_force

(1) Intentionally left blank —Ed.

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

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

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

(C) Include the information this chapter requires.

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

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

(b) The document may include:

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

(B) Arabic or Roman numerals and incidental punctuation;

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

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

(E) An acknowledgement, verification or proof.

(2) Intentionally left blank —Ed.

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

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

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

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

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

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

(3) Intentionally left blank —Ed.

(a) If under ORS 58.440 (Forms) the Secretary of State has prescribed a mandatory form for a document, including an electronic form, the document must be in or on the prescribed form.

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

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

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

(4) A certificate of existence required for a foreign professional corporation may be written in a language other than English if a reasonably authenticated English translation accompanies the certificate. [1987 c.94 §4; 1999 c.486 §3; 2013 c.159 §1; 2019 c.597 §1]

Source: Section 58.400 — Filing requirements , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 62.472 — OR Code / Title 7 / Chapter 62 / Section 62.472
62.472 Court-ordered indemnification
Status: in_force

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

(1) The director is entitled to mandatory indemnification under ORS 62.466 (Mandatory indemnification of director) , in which case the court shall also order the cooperative to pay the director’s reasonable expenses incurred to obtain court-ordered indemnification; or

(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in ORS 62.464 (Authority to indemnify director) or was adjudged liable as described in ORS 62.464 (Authority to indemnify director) (4), whether the liability is based on a judgment, settlement or proposed settlement or otherwise. [1995 c.195 §19]

Source: Section 62.472 — Court-ordered indemnification , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 59.275 — OR Code / Title 7 / Chapter 59 / Section 59.275
59.275 Burden of proof
Status: in_force

It is not necessary to negative any of the exemptions or classifications provided in the Oregon Securities Law in a complaint, action, information, indictment or other writ or proceeding laid or brought under the Oregon Securities Law; and the burden of proof of an exemption or classification shall be upon the party claiming the benefit of such exemption or classification. [1967 c.537 §25]

Source: Section 59.275 — Burden of proof , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 63.180 — OR Code / Title 7 / Chapter 63 / Section 63.180
63.180 Liability for contributions
Status: in_force

(1) A promise by a member to contribute to the limited liability company is not enforceable unless it is set out in writing and signed by the member.

(2) Except as provided in the articles of organization or any operating agreement, a member is obligated to the limited liability company to perform any enforceable promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability or any other reason.

(3) If a member does not make a required contribution of property or services, the member is obligated, at the option of the limited liability company, to contribute cash equal to the portion of the value of the contribution, as stated in the limited liability company records required to be kept pursuant to ORS 63.771 (Limited liability company records) , that has not been made.

(4) Unless otherwise provided in the articles of organization or any operating agreement, the obligation of a member to make a contribution may be compromised only by consent of all members. Notwithstanding the compromise, a creditor of the limited liability company may enforce the original obligation if the creditor acted in reliance on that obligation before the amendment or cancellation of the obligation to reflect the compromise. [1993 c.173 §37]

Source: Section 63.180 — Liability for contributions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.111 — OR Code / Title 7 / Chapter 60 / Section 60.111
60.111 Registered office and registered agent
Status: in_force

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

(2) A registered agent must be:

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

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

(c) A foreign corporation, foreign limited liability company, foreign professional corporation or foreign nonprofit corporation that is authorized to transact business in this state, the business office of which is identical to the registered office. [1987 c.52 §29; 2001 c.315 §24; 2013 c.158 §20; 2017 c.705 §12]

Source: Section 60.111 — Registered office and registered agent , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.235 — OR Code / Title 7 / Chapter 62 / Section 62.235
62.235 Recall, exchange or redemption of stock or other evidence of equity by cooperative
Status: in_force

(1) Unless the articles provide otherwise, a cooperative may recall membership stock upon termination of membership, acquire, exchange, redeem, and reissue its own shares or other evidences of equity. Consideration paid for shares of membership stock recalled by the cooperative shall be the par value thereof and accrued and unpaid dividends, if any, except that if such shares have no par value the consideration paid therefor shall be the consideration in dollars for which the shares were issued plus accrued and unpaid dividends. The cooperative may set off obligations to it of the holder of membership stock or other stock or other evidence of equity, including capital credits or accounts representing capital credits. The cooperative shall have a continuing perfected security interest in the evidence of equity, capital credits or accounts representing capital credits to secure payment of any indebtedness, whenever incurred, owed to the cooperative by the holder. Notwithstanding any other provision of law, the security interest shall take priority over all other perfected security interests. No such acquisition, recall or redemption of stock or other evidence of equity shall be made if the result thereof would be to bring the value of the remaining assets of the cooperative below the aggregate of its indebtedness. The articles may provide other limitations on the right of a cooperative to acquire, recall, exchange or redeem its shares or other evidences of equity.

(2) When shares are acquired, recalled, exchanged or redeemed by the cooperative, such shares shall be restored to the status of authorized but unissued shares. [1957 c.716 §14; 1993 c.428 §1]

Source: Section 62.235 — Recall, exchange or redemption of stock or other evidence of equity by cooperative , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 62.755 — OR Code / Title 7 / Chapter 62 / Section 62.755
62.755 Admission of foreign cooperatives
Status: in_force

A foreign cooperative which has a member or members residing in this state, and which distributes its proceeds and savings according to either this chapter or the law of the state where incorporated, is entitled to all rights, exemptions and privileges of a cooperative organized under this chapter, if it is authorized to do business in this state under ORS chapter 60. A foreign cooperative may be authorized under ORS chapter 60 to transact business in this state whether or not formed for profit and whether or not formed with stock. [1957 c.716 §61; 1987 c.94 §96]

Source: Section 62.755 — Admission of foreign cooperatives , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.227 — OR Code / Title 7 / Chapter 60 / Section 60.227
60.227 Voting entitlement of shares
Status: in_force

(1) Except as provided in subsections (2) and (3) of this section and in ORS 60.807 (Voting rights of control shares) , or unless a corporation’s articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote.

(2) The shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second domestic or foreign corporation, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.

(3) Subsection (2) of this section does not limit the power of a corporation to vote any shares, including the corporation’s own shares that the corporation holds in a fiduciary capacity.

(4) Redeemable shares are not entitled to vote after notice of redemption is delivered to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares. [1987 c.52 §57; 1989 c.4 §7; 2017 c.55 §9]

Source: Section 60.227 — Voting entitlement of shares , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.084 — OR Code / Title 7 / Chapter 60 / Section 60.084
60.084 Challenges to validity of corporate acts
Status: in_force

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

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

(a) In a proceeding by a shareholder against the corporation to enjoin the act;

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

(c) In a proceeding by the Attorney General under ORS 60.661 (Grounds for judicial dissolution) ; or

(d) In an action under ORS 60.291 (Judicial review of corporate action) .

(3) In a shareholder’s proceeding under subsection (2)(a) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss other than anticipated profits suffered by the corporation or another party because of enjoining the unauthorized act. [1987 c.52 §25; 2019 c.325 §20]

Source: Section 60.084 — Challenges to validity of corporate acts , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.067 — OR Code / Title 7 / Chapter 65 / Section 65.067
65.067 Corporation sole
Status: in_force

(1) Except as provided in subsection (5) of this section, an individual may, in conformity with the constitution, canons, rules, regulations and disciplines of a church or religious denomination, form a corporation sole under this section. A corporation sole is a form of religious corporation and differs from other religious corporations organized under this chapter only in that the corporation sole does not have a board of directors, does not need to have officers and is managed by a single director who is the individual who constitutes the corporation and is the corporation sole’s incorporator or the successor of the incorporator.

(2) The name of the corporation sole is the same as the office within the church or religious denomination that the incorporator holds, followed by the words “and successors, a corporation sole.”

(3) Except to the extent that a provision of this chapter is not applicable to a corporation sole’s form of organization, all of the provisions of this chapter apply to a corporation sole. If the corporation sole has no officers, the director may perform any act that an officer may perform with the same effect and in the same manner as though one or more officers of the corporation sole performed the act.

(4) If a corporation sole or the individual that constitutes the corporation sole is the only member of a religious corporation, the religious corporation need not hold an annual membership meeting under ORS 65.201 (Annual and regular meetings) if the religious corporation is:

(a) Incorporated under the provisions of this chapter; and

(b) Of the same church or religious denomination as the corporation sole.

(5) A corporation sole may not be formed, incorporated or reinstated in this state on or after June 8, 2015. A corporation sole that exists before June 8, 2015, may continue to operate as a corporation sole, subject to the provisions of this chapter, if the corporation sole remains active and was not dissolved. [1989 c.1010 §27; 2013 c.139 §1; 2015 c.278 §1; 2023 c.299 §1]

Source: Section 65.067 — Corporation sole , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 70.300 — OR Code / Title 7 / Chapter 70 / Section 70.300
70.300 Assignee of partnership interest as limited partner
Status: in_force

(1) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:

(a) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or

(b) All other partners consent.

(2) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of the assignor to make and return contributions as provided in ORS 70.225 (Form of contribution) to 70.275 (Liability of partner who receives return of contribution) . However, the assignee is not obligated for liabilities that were unknown to the assignee at the time the assignee became a limited partner and that could not be ascertained from the certificate of limited partnership.

(3) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor’s liability to the limited partnership under ORS 70.105 (Remedy for false statements in certificate) and 70.230 (Obligation of partner) . [1985 c.677 §43; 1987 c.543 §26]

Source: Section 70.300 — Assignee of partnership interest as limited partner , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 62.185 — OR Code / Title 7 / Chapter 62 / Section 62.185
62.185 Certificates of stock
Status: in_force

Each certificate of stock of a cooperative shall bear the manual or facsimile signature of a principal officer and shall include the following information:

(1) The name of the cooperative, number and class of the shares represented by the certificate, the par value of each share or a statement that the shares are without par value, and if the shares are membership stock, their designation as such.

(2) Any restrictions on the issuance or transfer of such shares.

(3) If more than one class of stock is authorized or if stock is authorized in a cooperative which requires a membership fee of its members, designation of the several classes of stock and the respective preferences, limitations and relative rights of such classes. In lieu of a full statement, the information required by this subsection may be given in summary form. [1957 c.716 §13]

Source: Section 62.185 — Certificates of stock; contents , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.254 — OR Code / Title 7 / Chapter 60 / Section 60.254
60.254 Voting trusts
Status: in_force

(1) One or more shareholders may create a voting trust and conferring on a trustee the right to vote or otherwise act for them by signing an agreement setting out the provisions of the trust which may include anything consistent with its purpose and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation’s principal office.

(2) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee’s name. A voting trust is valid for not more than 10 years after its effective date unless extended under subsection (3) of this section.

(3) All or some of the parties to a voting trust may extend it for additional terms of not more than 10 years each by signing an extension agreement and obtaining the voting trustee’s written consent to the extension. An extension is valid for 10 years from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation’s principal office. An extension agreement binds only those parties signing it. [1987 c.52 §65]

Source: Section 60.254 — Voting trusts , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.288 — OR Code / Title 7 / Chapter 60 / Section 60.288
60.288 Articles of validation
Status: in_force

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

(2) Articles of validation must:

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

(b) List the number, class and series of any putative shares the defective corporate action purported to issue and the date or dates on which the corporation issued the putative shares;

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

(d) Specify the nature of the failure of authorization or the overissue;

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

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

(g) State the information provided in a notification under ORS 60.276 (Ratification by board of directors) .

(3) Intentionally left blank —Ed.

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

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

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

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

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

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

(c) If a corporation did not previously file a document related to a defective corporate action that a provision of this chapter would have required to be filed to give effect to the defective corporate action, the articles of validation a corporation submits for filing under subsection (1) of this section must have the information required under subsection (2) of this section and must include the document the corporation should have filed previously. [2019 c.325 §8]

Source: Section 60.288 — Articles of validation; filing with Secretary of State , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.024 — OR Code / Title 7 / Chapter 67 / Section 67.024
67.024 Appeal from actions of Secretary of State
Status: in_force

(1) If the Secretary of State refuses to file a document delivered to the office of the Secretary of State for filing, the limited liability partnership or foreign limited liability partnership, in addition to any other legal remedy that may be available, shall have the right to appeal from the order pursuant to ORS chapter 183.

(2) If the Secretary of State revokes the registration of a limited liability partnership or revokes the authorization of a foreign limited liability partnership, the limited liability partnership or foreign limited liability partnership, in addition to any other legal remedy that may be available, shall have the right to appeal from the order pursuant to ORS chapter 183. [Formerly 67.540]

Source: Section 67.024 — Appeal from actions of Secretary of State , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 70.615 — OR Code / Title 7 / Chapter 70 / Section 70.615
70.615 Application of ORS chapter 67
Status: in_force

In any case governing limited partnerships that is not provided for in this chapter, the provisions of ORS chapter 67 govern. [Formerly 70.465]

Source: Section 70.615 — Application of ORS chapter 67 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 59.137 — OR Code / Title 7 / Chapter 59 / Section 59.137
59.137 Liability in connection with violation of ORS 59.135
Status: in_force

(1) Any person who violates or materially aids in a violation of ORS 59.135 (Fraud and deceit with respect to securities or securities business) (1), (2) or (3) is liable to any purchaser or seller of the security for the actual damages caused by the violation, including the amount of any commission, fee or other remuneration paid, together with interest at the rate specified in ORS 82.010 (Legal rate of interest) for judgments for the payment of money, unless the person who materially aids in the violation sustains the burden of proof that the person did not know and, in the exercise of reasonable care, could not have known of the existence of the facts on which the liability is based.

(2) Any person who directly or indirectly controls a person liable under subsection (1) of this section and every partner, limited liability company manager, including a member who is a manager, officer or director or a person occupying a status or performing functions of a person liable under subsection (1) of this section, is jointly and severally liable to the same extent as a person liable under subsection (1) of this section, unless the person who may be liable under this subsection sustains the burden of proof that the person did not know and, in the exercise of reasonable care, could not have known of the existence of the facts on which the liability is based.

(3) Any person held liable under this section is entitled to contribution from those persons jointly and severally liable with that person.

(4) Except as provided in subsection (5) of this section, the court may award reasonable attorney fees to the prevailing party in an action under this section.

(5) The court may not award attorney fees to a prevailing defendant under the provisions of subsection (4) of this section if the action under this section is maintained as a class action pursuant to ORCP 32.

(6) An action or suit may be commenced under this section within the later of:

(a) Three years after the date of the purchase or sale of a security to which the action or suit relates; or

(b) Two years after the person bringing the action or suit discovered or should have discovered the facts on which the action or suit is based.

(7) Failure to commence an action or suit under this section on a timely basis is an affirmative defense. [2003 c.631 §4; 2003 c.786 §3]

Source: Section 59.137 — Liability in connection with violation of ORS 59.135; damages; defense; attorney fees; limitations on proceeding , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 62.360 — OR Code / Title 7 / Chapter 62 / Section 62.360
62.360 Recording cooperative contracts
Status: in_force

(1) A cooperative may record any contract authorized by ORS 62.355 (Cooperative contracts) in the office of the county clerk of the county in which the member resides or in which products covered by that contract have been or are to be produced. If the cooperative has substantially uniform contracts with more than one member residing or producing such products in any county, it may, in lieu of recording the original contracts, record:

(a) A true copy of the uniform contract; and

(b) A sworn list or sworn lists of the names of members who have executed such contract and who reside or produce such products in that county, and the effective date of the contract as to each such member.

(2) The county clerk shall record each such contract, and shall record alphabetically in the Cooperative Contract Record the name of each party to that contract. For recording such contract the fee is the same as for recording a contract under ORS 205.320 (Fees collected by county clerk) .

(3) Recording pursuant to this section shall operate as constructive notice to all persons of the existence and contents of the contract. Any right, title, interest or lien created as to the products covered by the contract subsequent to such recording is subject to the cooperative’s right, title or interest under that contract. If the member creates any mortgage upon or other security interest in any such products subsequent to such contract recording, and if the member and the mortgagee or secured party jointly notify the cooperative in writing of the existence and amount of the mortgage or other security interest, all payments which after such notice become due from the cooperative to that member by reason of the cooperative’s sale or other handling of those products shall be paid by the cooperative to the mortgagee or other secured interest until the amount of the mortgage or secured party has been paid, and the balance thereafter shall be paid to the member.

(4) When a contract recorded under this section has been terminated in any manner, the cooperative shall give, upon demand, a statement of termination to the member party to the contract, who may record the statement in the office of the county clerk where the contract was originally filed or recorded. The county clerk shall record the termination and index the name of the member in the Cooperative Contract Record. A cooperative may record at any time in the office of the county clerk where the contract was originally filed or recorded, a sworn list of the names of all persons whose contracts have been terminated in any manner other than by expiration of their term, and the county clerk shall record the termination and index the name of each of those persons in the Cooperative Contract Record. The fee for recording and indexing a document under this section is the fee established in ORS 205.320 (Fees collected by county clerk) . [1957 c.716 §33; 1965 c.632 §6; 1971 c.621 §12; 1975 c.607 §14; 1979 c.833 §15; 1981 c.835 §5; 1999 c.654 §3]

Source: Section 62.360 — Recording cooperative contracts , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.343 — OR Code / Title 7 / Chapter 65 / Section 65.343
65.343 Board of directors’ use of electronic means to take action
Status: in_force

(1) Unless a corporation’s articles of incorporation or bylaws provide otherwise, the corporation’s board of directors may, without a meeting, use electronic mail or other electronic means to take action that this chapter otherwise requires or permits the board of directors to take at a board of directors meeting if the corporation complies with this section.

(2) Intentionally left blank —Ed.

(a) Before taking an action under subsection (1) of this section, a corporation shall send to the electronic mail address that each director provided to the corporation for receiving communications from the corporation an electronic mail announcement that states that the board of directors will take the action.

(b) The electronic mail announcement the corporation sends under paragraph (a) of this subsection must include a description of the matter on which the board of directors will take action. The electronic mail announcement must specify a deadline of not less than 48 hours after the time the corporation sends the announcement in which a director may record the director’s vote.

(c) The corporation shall include the electronic mail announcement described in this subsection and a record of the directors’ votes in the minutes for the directors’ meeting or shall file the announcement and record of the directors’ votes in documents that reflect the action that the board took.

(3) Notwithstanding subsection (1) of this section, a corporation’s board of directors may not use electronic mail or other electronic means to take action if the corporation does not have a record of an electronic mail address for a director.

(4) A director may change the director’s vote at any time before the deadline set forth in the electronic mail announcement described in subsection (2) of this section.

(5) An affirmative vote of the majority of the directors who hold office at the time the board of directors takes an action by means of electronic mail or by other electronic means is an act of the board, unless a corporation’s articles of incorporation or bylaws require an affirmative vote of a greater number of directors. The board’s action under this subsection has the effect of a meeting vote and the corporation may describe the action as a meeting vote in any document.

(6) The board of directors’ action under subsection (5) of this section is effective on the deadline specified in the electronic mail announcement described in subsection (2) of this section, unless the announcement specifies a different effective date or time.

(7) The board of directors may, without complying with all of the requirements of this section, use electronic mail to discuss, but not take action on, an issue that comes before the board. [2021 c.389 §4]

Source: Section 65.343 — Board of directors’ use of electronic means to take action; announcement required before taking action; contents of announcement; exceptions; effect and effective date of action taken by electronic means , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.740 — OR Code / Title 7 / Chapter 67 / Section 67.740
67.740 Withdrawal of foreign limited liability partnership
Status: in_force

(1) A foreign limited liability partnership authorized to transact business in this state may withdraw from transacting business in this state by applying to the office of the Secretary of State for withdrawal. The application shall set forth:

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

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

(2) A withdrawal notice terminates the active status of the partnership as a foreign limited liability partnership as of the date of filing the notice or a later date specified in the notice. [1997 c.775 §74]

Source: Section 67.740 — Withdrawal of foreign limited liability partnership , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 67.362 — OR Code / Title 7 / Chapter 67 / Section 67.362
67.362 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 partnership, by unanimous vote of the partners, or by the number or percentage specified for merger in its 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 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 partnership, without further action by the partners, in accordance with the procedure set forth in the plan of merger or the partnership agreement; and

(b) By a party to the merger that is not a 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 §47]

Source: Section 67.362 — Action on plan of merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 58.430 — OR Code / Title 7 / Chapter 58 / Section 58.430
58.430 Correcting filed document
Status: in_force

(1) A domestic or foreign professional 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 executed, attested, sealed, verified or acknowledged.

(2) A domestic or foreign professional corporation shall correct a document by delivering articles of correction to the Office of Secretary of State. 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. [1987 c.94 §8]

Source: Section 58.430 — Correcting filed document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 62.621 — OR Code / Title 7 / Chapter 62 / Section 62.621
62.621 Articles and plan of merger
Status: in_force

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

(a) Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger;

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

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

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

(c) A written declaration that states that:

(A) Each cooperative that is a party to the merger:

(i) Obtained the requisite approval from the cooperative’s members; and

(ii) Obtained the requisite approval from the cooperative’s shareholders, if shareholders are authorized to vote on the plan of merger; and

(B) Each business entity, other than a cooperative, that is a party to the merger obtained authorization and approval in accordance with the statutes that govern the business entity.

(2) The merger takes effect on 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 in accordance with the statutes that govern a party to the merger that is a business entity other than a cooperative. [Formerly 62.615; 2015 c.28 §2b]

Source: Section 62.621 — Articles and plan of merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.031 — OR Code / Title 7 / Chapter 65 / Section 65.031
65.031 Powers
Status: in_force

The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter. [1989 c.1010 §13; 2019 c.174 §14]

Source: Section 65.031 — Powers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.125 — OR Code / Title 7 / Chapter 62 / Section 62.125
62.125 General powers
Status: in_force

Each cooperative shall have power:

(1) To have perpetual succession unless a limited period of duration is stated in its articles.

(2) To sue and be sued, complain and defend, in its corporate name.

(3) To have a corporate seal which may be altered at pleasure, and to use the seal by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

(4) To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated.

(5) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of, all or any part of its property and assets.

(6) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign cooperatives and corporations, partnerships or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof.

(7) To make contracts and incur liabilities, borrow money at such rates of interest as the cooperative may determine, issue its notes, bonds, certificates of indebtedness and other obligations, issue certificates representing equity interests in its assets, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income.

(8) To lend money for its corporate purposes, invest and reinvest its funds and take and hold real and personal property as security for the payment of funds so loaned or invested.

(9) To conduct its business and affairs and have offices and exercise its powers in any state, territory, district or possession of the United States, or in any foreign country.

(10) To elect or appoint officers and agents, and define their duties and fix their compensation.

(11) To make and alter bylaws, consistent with its articles and the laws of this state, for the administration and regulation of its affairs.

(12) To make donations for the public welfare or for charitable, scientific or educational purposes.

(13) To cease its activities and surrender its franchise.

(14) To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the cooperative is organized. [1957 c.716 §4; 1981 c.542 §1]

Source: Section 62.125 — General powers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 58.383 — OR Code / Title 7 / Chapter 58 / Section 58.383
58.383 Issuance, sale, transfer and redemption of shares
Status: in_force

(1) A shareholder of a professional corporation organized for the purpose of practicing medicine may sell or transfer shares only in a manner that leaves the corporation in compliance with this chapter.

(2) Subject to subsection (1) of this section, the articles of incorporation, bylaws or agreements among shareholders of a professional corporation organized for the purpose of practicing medicine may provide limitations on the issuance and transferability of shares of the corporation and may provide for the purchase or redemption of shares by the corporation. [1997 c.774 §21]

Source: Section 58.383 — Issuance, sale, transfer and redemption of shares , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 60.804 — OR Code / Title 7 / Chapter 60 / Section 60.804
60.804 Applicability of ORS 60.801 to 60.816
Status: in_force

(1) An issuing public corporation shall be subject to ORS 60.801 (Definitions for ORS 60.801 to 60.816) to 60.816 (Short title) unless the corporation’s articles of incorporation or bylaws provide that ORS 60.801 (Definitions for ORS 60.801 to 60.816) to 60.816 (Short title) do not apply to acquisitions of its voting shares. After a corporation’s articles of incorporation or bylaws are amended to provide that ORS 60.801 (Definitions for ORS 60.801 to 60.816) to 60.816 (Short title) do not apply to acquisitions of its voting shares, any voting shares that were control shares prior to the amendment shall cease to be considered control shares.

(2) An issuing public corporation whose articles of incorporation or bylaws provide that it is not subject to ORS 60.801 (Definitions for ORS 60.801 to 60.816) to 60.816 (Short title) may, at any time, amend its articles of incorporation or bylaws in accordance with ORS 60.431 (Authority) to 60.467 (Bylaw increasing quorum or voting requirement for directors) to remove the provision and become subject to ORS 60.801 (Definitions for ORS 60.801 to 60.816) to 60.816 (Short title) .

(3) Any amendment to the articles of incorporation or bylaws of an issuing public corporation relating to whether or not the corporation is subject to ORS 60.801 (Definitions for ORS 60.801 to 60.816) to 60.816 (Short title) that is adopted or approved by the shareholders must be adopted or approved by holders of voting shares with at least a majority of the votes entitled to be cast by holders of voting shares in addition to any other vote that may be required by statute or the articles of incorporation.

(4) Upon request by any person, a corporation shall inform the person whether or not the corporation’s articles of incorporation or bylaws provide that ORS 60.801 (Definitions for ORS 60.801 to 60.816) to 60.816 (Short title) do not apply to acquisitions of its voting shares. [1989 c.4 §2; 1991 c.7 §2]

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

Source: Section 60.804 — Applicability of ORS 60.801 to 60.816 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.241 — OR Code / Title 7 / Chapter 60 / Section 60.241
60.241 Quorum and voting requirements for voting groups
Status: in_force

(1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide for a lesser or greater number in accordance with ORS 60.247 (Modification of quorum or voting requirements) , a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

(2) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

(3) If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this chapter require a greater number of affirmative votes.

(4) An amendment of articles of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater than specified in subsection (2) or (3) of this section is governed by ORS 60.247 (Modification of quorum or voting requirements) .

(5) The election of directors is governed by ORS 60.251 (Voting for directors) . [1987 c.52 §61]

Source: Section 60.241 — Quorum and voting requirements for voting groups , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.770 — OR Code / Title 7 / Chapter 60 / Section 60.770
60.770 Assessment of public benefit
Status: in_force

The benefit company shall assess the extent to which the benefit company provides a general public benefit and any specific public benefit identified in the benefit company’s articles of incorporation or articles of organization against a third-party standard. [2013 c.269 §11]

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

Source: Section 60.770 — Assessment of public benefit , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.671 — OR Code / Title 7 / Chapter 63 / Section 63.671
63.671 Judgment of dissolution
Status: in_force

(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in ORS 63.661 (Grounds for judicial dissolution) exist, it may enter a judgment dissolving the limited liability company and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the judgment to the office for filing. The Secretary of State shall file the certified copy of the judgment.

(2) After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the limited liability company’s business and affairs in accordance with ORS 63.637 (Effect of dissolution) , the notification of claimants and enforcement of claims in accordance with ORS 63.641 (Known claims against dissolved limited liability company) and 63.644 (Unknown claims against dissolved limited liability company) , and the distribution of limited liability company assets in accordance with ORS 63.625 (Distribution of assets upon dissolution) . [1993 c.173 §68; 2003 c.576 §328]

Source: Section 63.671 — Judgment of dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.494 — OR Code / Title 7 / Chapter 60 / Section 60.494
60.494 Articles and plan of merger or share exchange
Status: in_force

(1) After the owners of each business entity approve a plan of merger or share exchange, or a board of directors adopts the plan of merger or share exchange if shareholder approval is not required, the surviving or acquiring business entity shall deliver to the office of the Secretary of State for filing:

(a) Articles of merger or articles of share exchange that set forth:

(A) The name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger; or

(B) The name of the corporation that intends to acquire shares in a share exchange and the name of the corporation whose shares will be acquired;

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

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

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

(c) A written declaration that states that:

(A) Each corporation that is a party to the merger or share exchange:

(i) Obtained the requisite shareholder approval; or

(ii) Did not require shareholder approval.

(B) Each business entity, other than a corporation, that is a party to the merger or share exchange obtained authorization and approval in accordance with the statutes that govern the business entity.

(2) The merger or share exchange takes effect on the later of the date and time determined in accordance with ORS 60.011 (Effective time and date of document) or the date and time determined in accordance with the statutes governing any business entity, other than a corporation, that is a party to the merger. [1987 c.52 §119; 1999 c.362 §13; 2001 c.104 §18; 2001 c.315 §1; 2015 c.28 §2]

Source: Section 60.494 — Articles and plan of merger or share exchange , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 58.076 — OR Code / Title 7 / Chapter 58 / Section 58.076
58.076 Purposes for which professional corporation may be organized
Status: in_force

(1) Except to the extent authorized by subsection (2) of this section, a corporation may elect professional corporation status under ORS 58.085 (Who may incorporate) solely for the purpose of rendering professional service or services, including services ancillary to them, and solely within a single profession.

(2) A corporation may elect professional corporation status under ORS 58.085 (Who may incorporate) for the purpose of rendering professional service or services within two or more professions, and for the purpose of engaging in any lawful business authorized by ORS 60.074 (Purposes) , to the extent the combination of professional purposes or of professional and business purposes is expressly authorized by the regulatory board in this state applicable to each profession in the combination. [1993 c.235 §26]

Source: Section 58.076 — Purposes for which professional corporation may be organized , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 59.135 — OR Code / Title 7 / Chapter 59 / Section 59.135
59.135 Fraud and deceit with respect to securities or securities business
Status: in_force

It is unlawful for any person, directly or indirectly, in connection with the purchase or sale of any security or the conduct of a securities business or for any person who receives any consideration from another person primarily for advising the other person as to the value of securities or their purchase or sale, whether through the issuance of analyses or reports or otherwise:

(1) To employ any device, scheme or artifice to defraud;

(2) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading;

(3) To engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any person; or

(4) To make or file, or cause to be made or filed, to or with the Director of the Department of Consumer and Business Services any statement, report or document which is known to be false in any material respect or matter. [1967 c.537 §14]

Source: Section 59.135 — Fraud and deceit with respect to securities or securities business , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 63.731 — OR Code / Title 7 / Chapter 63 / Section 63.731
63.731 Service on a foreign limited liability company
Status: in_force

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

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

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

(b) The foreign limited liability company’s authority to transact business in this state has been revoked;

(c) The foreign limited liability company is transacting business in this state without being authorized as provided in this chapter;

(d) The foreign limited liability company has been authorized to transact business in this state and has withdrawn; or

(e) The foreign limited liability company has transacted business in this state without being authorized to do so and has ceased to transact business.

(3) Service on the Secretary of State of any such process, notice or demand shall be made in the same manner as provided in ORS 63.121 (Service on limited liability company) , except that when the foreign limited liability company served is not authorized to transact business in this state and was not authorized to transact business in this state at the time the transaction, event or occurrence upon which the proceeding is based occurred, the copy of the process, notice or demand shall be sent immediately by registered or certified mail by the plaintiff or the attorney of the plaintiff to the principal office or place of business of the foreign limited liability company, instead of the last registered office of the foreign limited liability company.

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

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

(6) Nothing contained in this section shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a foreign limited liability company in any other manner permitted by law, or enlarge the purposes for which service on the Secretary of State is permitted where such purposes are limited by other provisions of law. [1993 c.173 §84]

Source: Section 63.731 — Service on a foreign limited liability company , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 67.105 — OR Code / Title 7 / Chapter 67 / Section 67.105
67.105 Partner’s liability
Status: in_force

(1) Except as otherwise provided in this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.

(2) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person’s admission as a partner.

(3) Intentionally left blank —Ed.

(a) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of indemnification, contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner.

(b) Notwithstanding paragraph (a) of this subsection, a partner of a limited liability partnership shall continue to be liable for any obligation of the partnership for which the partner was liable before the partnership became a limited liability partnership.

(c) Nothing in this subsection shall in any way affect or impair the ability of a partner to be released from any such obligation. This subsection applies to a partner’s liability notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under ORS 67.600 (Eligibility for registration as a limited liability partnership) (3).

(4) Notwithstanding subsection (3) of this section, the partners of a limited liability partnership who are professionals shall be personally liable in their capacity as partners to the same extent and in the same manner as provided for shareholders of a domestic professional corporation under ORS 58.185 (Liabilities of employees, shareholders and the corporation) and 58.187 (Revision of limitations on liability in ORS 58.185 to reflect inflation or deflation) and as otherwise provided in this chapter. [1997 c.775 §14]

Source: Section 67.105 — Partner’s liability , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 63.951 — OR Code / Title 7 / Chapter 63 / Section 63.951
63.951 Short title
Status: in_force

This chapter shall be known and may be cited as the “Oregon Limited Liability Company Act.” [1993 c.173 §1]

Source: Section 63.951 — Short title , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.137 — OR Code / Title 7 / Chapter 65 / Section 65.137
65.137 No requirement for members
Status: in_force

A corporation does not need to have members and does not have members unless the corporation’s articles of incorporation state that the corporation has members. [1989 c.1010 §41; 2019 c.174 §30]

(Members’ Rights and Obligations)

Source: Section 65.137 — No requirement for members , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.711 — OR Code / Title 7 / Chapter 63 / Section 63.711
63.711 Amendment to application for authority
Status: in_force

(1) A foreign limited liability company 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 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 name shown on the records of the office and the new name or the new period of duration. The name as changed must satisfy the requirements of ORS 63.094 (Limited liability company name) . [1993 c.173 §78]

Source: Section 63.711 — Amendment to application for authority , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.211 — OR Code / Title 7 / Chapter 65 / Section 65.211
65.211 Action without meeting
Status: in_force

(1) Unless a corporation’s articles of incorporation or bylaws specify that a members’ meeting is necessary to take an action, action required or permitted by this chapter to be taken at a members’ meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Action taken under this section is effective when the last member signs the consent, unless the consent specifies an earlier or later effective date. If in taking an action without a meeting the corporation complies with the requirements of ORS 65.212 (Members’ use of electronic mail or other electronic means to discuss issues or take action) , the requirements in this subsection that all members entitled to vote on the action must take the action and must sign a written consent describing the action do not apply.

(2) If not otherwise determined under ORS 65.207 (Court-ordered meeting) or 65.221 (Record date) , the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (1) of this section.

(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 §55; 2019 c.174 §40]

Source: Section 65.211 — Action without meeting , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 58.325 — OR Code / Title 7 / Chapter 58 / Section 58.325
58.325 Application to professional licensing agencies
Status: in_force

This chapter does not restrict or limit in any manner the duties and powers of any regulatory board relating to licensing individuals rendering professional service or services or to regulating the rendering of professional service or services. [1969 c.592 §17; 1993 c.235 §19]

Source: Section 58.325 — Application to professional licensing agencies , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 65.212 — OR Code / Title 7 / Chapter 65 / Section 65.212
65.212 Members’ use of electronic mail or other electronic means to discuss issues or take action
Status: in_force

(1) Unless a corporation’s articles of incorporation or bylaws provide otherwise, the corporation’s members may, without a meeting, use electronic mail or other electronic means to take action that this chapter otherwise requires or permits the members to take at a meeting if the corporation complies with this section.

(2) Intentionally left blank —Ed.

(a) Before taking an action under subsection (1) of this section, a corporation shall send to the electronic mail address that each member provided to the corporation for receiving communications from the corporation an electronic mail announcement that states that the members will take the action.

(b) The electronic mail announcement the corporation sends under paragraph (a) of this subsection must include a description of the matter on which the members will take action. The electronic mail announcement must specify a deadline of not less than 48 hours after the time the corporation sends the announcement in which a member may record the member’s vote.

(c) The corporation shall include the electronic mail announcement described in this subsection and a record of the members’ votes in the minutes for the meeting or shall file the announcement and record of the members’ votes in documents that reflect the action that the members took.

(3) Notwithstanding subsection (1) of this section, a corporation’s members may not use electronic mail or other electronic means to take action if the corporation does not have a record of an electronic mail address for a member.

(4) A member may change the member’s vote at any time before the deadline set forth in the electronic mail announcement described in subsection (2) of this section.

(5) An affirmative vote of the majority of the members at the time the members take an action by means of electronic mail or by other electronic means is an act of the members, unless a corporation’s articles of incorporation or bylaws require an affirmative vote of a greater number of members. The members’ action under this subsection has the effect of a meeting vote and the corporation may describe the action as a meeting vote in any document.

(6) The members’ action under subsection (5) of this section is effective on the deadline specified in the electronic mail announcement described in subsection (2) of this section, unless the announcement specifies a different effective date or time.

(7) Unless a record date for determining members who may take an action without a meeting under this section is set in accordance with ORS 65.207 (Court-ordered meeting) or 65.221 (Record date) , the record date is the date of the electronic mail announcement described in subsection (2)(a) of this section.

(8) Members may use electronic mail to discuss an issue that comes before the members. [2019 c.174 §4; 2021 c.389 §1]

Source: Section 65.212 — Members’ use of electronic mail or other electronic means to discuss issues or take action , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 59.550 — OR Code / Title 7 / Chapter 59 / Section 59.550
59.550 Origination of registration in beneficiary form
Status: in_force

A security, whether evidenced by certificate or account, is registered in beneficiary form when the registration includes a designation of a beneficiary to take the ownership at the death of the owner or the deaths of all multiple owners. [1991 c.306 §4]

Source: Section 59.550 — Origination of registration in beneficiary form , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 65.164 — OR Code / Title 7 / Chapter 65 / Section 65.164
65.164 Resignation
Status: in_force

(1) A member may resign at any time.

(2) The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation. [1989 c.1010 §47]

Source: Section 65.164 — Resignation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.494 — OR Code / Title 7 / Chapter 65 / Section 65.494
65.494 Effect of merger
Status: in_force

When a merger takes effect:

(1) Each corporation that was a party to the merger merges into the surviving corporation and the separate existence of each corporation except the surviving corporation ceases;

(2) The title to all real estate and other property owned by each corporation that was a party to the merger is vested in the surviving corporation without reversion or impairment and is subject to any and all conditions to which the property was subject before the merger;

(3) The surviving corporation has all liabilities and obligations of each corporation that was a party to the merger;

(4) The surviving corporation remains subject to any restriction that a gift instrument imposes on assets that any party to the merger holds;

(5) A proceeding pending against any corporation that was a party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased;

(6) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger; and

(7) The memberships or shares of each nonprofit corporation, domestic business corporation or foreign business corporation that was a party to the merger that are to be converted into memberships, obligations, shares or other securities of the surviving corporation or any other corporation or into cash or other property are converted and the former holders of the memberships or shares are entitled only to the rights provided in the articles of merger. [1989 c.1010 §122; 2019 c.174 §85]

Source: Section 65.494 — Effect of merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.605 — OR Code / Title 7 / Chapter 62 / Section 62.605
62.605 Definitions for ORS 62.605 to 62.623
Status: in_force

As used in this section and ORS 62.607 (Conversion) to 62.623 (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 ORS chapter 70, predecessor law or comparable law of another jurisdiction; and

(b) A cooperative organized under this chapter, 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. [1957 c.716 §42; 1995 c.195 §38; 1999 c.362 §18; 2003 c.80 §17b]

Source: Section 62.605 — Definitions for ORS 62.605 to 62.623 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 58.460 — OR Code / Title 7 / Chapter 58 / Section 58.460
58.460 Appeal from Secretary of State’s refusal to file document
Status: in_force

If the Secretary of State refuses to file a document delivered to the Office of Secretary of State for filing, the domestic or foreign professional corporation, in addition to any other legal remedy that may be available, shall have the right to appeal from such order pursuant to the provisions of ORS 183.480 (Judicial review of agency orders) . [1987 c.94 §10]

Source: Section 58.460 — Appeal from Secretary of State’s refusal to file document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 59.065 — OR Code / Title 7 / Chapter 59 / Section 59.065
59.065 Registration procedures
Status: in_force

(1) The Director of the Department of Consumer and Business Services by rule shall establish procedures for registering securities. The director may coordinate registration in this state with any federal securities Act or national registration system.

(2) Every registration application submitted shall be accompanied by a fee. The director shall set the fee by rule in an amount per $1,000 of the aggregate price of the securities that are to be offered in this state. The fee is not refundable.

(3) Intentionally left blank —Ed.

(a) The director shall set the fee described in subsection (2) of this section in an amount that the director determines is equal as nearly as possible to the national midpoint for similar fees charged by all other state regulatory agencies within the United States responsible for regulating securities.

(b) The director may adjust the amount of the fee described in subsection (2) of this section every two years to reflect changes in the national midpoint for a similar fee.

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

(4) If a registrant sells securities in Oregon in excess of the quantity registered or for a price in excess of the aggregate price for which fees were initially paid, the registrant may obtain registration of the excess securities by paying three times the difference between the initial fee paid and the fee required under subsection (2) of this section for the securities sold in Oregon. The additional fee may not be less than $100. Registration of the excess securities shall be effective retroactively to the date of sale. [1967 c.537 §8; 1973 c.366 §4; 1985 c.349 §8; 1987 c.603 §3; 1997 c.772 §7; 2003 c.270 §3; 2003 c.785 §2]

Source: Section 59.065 — Registration procedures; application; fees; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.364 — OR Code / Title 7 / Chapter 60 / Section 60.364
60.364 Loans to directors
Status: in_force

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

(a) The particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, excluding the votes of shares owned by or voted under the control of the benefited director; or

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

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

(3) This section does not apply to loans and guarantees authorized by statute regulating any special class of corporations. [1987 c.52 §87]

Source: Section 60.364 — Loans to directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.167 — OR Code / Title 7 / Chapter 60 / Section 60.167
60.167 Restriction on transfer of shares and other securities
Status: in_force

(1) The articles of incorporation, bylaws, agreements among shareholders or agreements between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.

(2) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by ORS 60.164 (Shares without certificates) (2). Unless so noted, a restriction is not enforceable against a person who has no knowledge of the restriction.

(3) A restriction on the transfer or registration of transfer of shares is authorized:

(a) To maintain the corporation’s status when it is dependent on the number or identity of its shareholders;

(b) To preserve exemptions under federal or state securities law; or

(c) For any other reasonable purpose.

(4) A restriction on the transfer or registration of transfer of shares may:

(a) Obligate the shareholder first to offer the corporation or other persons, separately, consecutively or simultaneously an opportunity to acquire the restricted shares;

(b) Obligate the corporation or other persons, separately, consecutively or simultaneously to acquire the restricted shares;

(c) Require the corporation, the holders of any class of its shares or another person to approve the transfer of the restricted shares if the requirement is not manifestly unreasonable; or

(d) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

(5) For purposes of this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares. [1987 c.52 §44]

Source: Section 60.167 — Restriction on transfer of shares and other securities , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.756 — OR Code / Title 7 / Chapter 60 / Section 60.756
60.756 Minimum status vote required to approve certain actions
Status: in_force

(1) Except as provided in subsections (2) and (3) of this section, an approval of an action described in ORS 60.754 (Status as benefit company) (2) to (6) is effective only if, in addition to any other applicable requirements, a majority of the interests that are entitled to vote on the action are voted to approve the action.

(2) If an entity’s governing documents or the provisions of ORS chapter 60 or 63, as applicable, require more than a majority vote or require each class or series to vote separately, approval of the action is effective only if the requirement for the greater vote or for separate class or series voting is met.

(3) Intentionally left blank —Ed.

(a) If, as of January 1, 2014, an entity has shares that are listed on a national securities exchange or are regularly traded in a market that a member of a national or affiliated securities association maintains, except as provided in paragraph (b) of this subsection, each class or series of the entity’s shares must separately meet the requirement to approve the action by two-thirds of the shares that are entitled to vote.

(b) If the entity has gross revenue of $200 million or less, each class or series of the entity’s shares must separately meet the requirement to approve the action by a majority of the shares that are entitled to vote. [2013 c.269 §4; 2015 c.266 §1]

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

Source: Section 60.756 — Minimum status vote required to approve certain actions; voting requirements , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 70.600 — OR Code / Title 7 / Chapter 70 / Section 70.600
70.600 Construction to promote uniformity
Status: in_force

This chapter shall be so applied and construed to carry out its general purpose of making the law with respect to limited partnerships uniform among states enacting this chapter. [Formerly 70.450]

Source: Section 70.600 — Construction to promote uniformity , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.047 — OR Code / Title 7 / Chapter 60 / Section 60.047
60.047 Articles of incorporation
Status: in_force

(1) Articles of incorporation must set forth:

(a) A corporate name for the corporation that satisfies the requirements of ORS 60.094 (Corporate name) ;

(b) The number of shares the corporation is authorized to issue;

(c) The address, including street and number, and mailing address, if different, of the corporation’s initial registered office and the name of the corporation’s initial registered agent at the initial registered office;

(d) The name and address of each incorporator;

(e) A mailing address to which notices, as required by this chapter, may be mailed until the corporation designates an address in the corporation’s annual report;

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

(g) The name and address of at least one individual who is a director or controlling shareholder of the corporation or an authorized representative with direct knowledge of the operations and business activities of the corporation.

(2) The articles of incorporation may set forth:

(a) The names of the initial directors;

(b) The addresses of the initial directors;

(c) Provisions regarding:

(A) The purpose or purposes for which the corporation is organized;

(B) Managing the business and regulating the affairs of the corporation;

(C) Defining, limiting and regulating the powers of the corporation, the board of directors and shareholders; and

(D) A par value for authorized shares or classes of shares;

(d) A provision eliminating or limiting the personal liability of a director to the corporation or the corporation’s shareholders for monetary damages for conduct as a director, provided that the provision does not eliminate or limit the liability of a director for any act or omission that occurs before the date on which the provision becomes effective and the provision does not eliminate or limit the liability of a director for:

(A) Any breach of the director’s duty of loyalty to the corporation or the corporation’s shareholders;

(B) Acts or omissions that are not in good faith or that involve intentional misconduct or a knowing violation of law;

(C) Any unlawful distribution under ORS 60.367 (Liability for unlawful distributions) ; or

(D) Any transaction from which the director derived an improper personal benefit;

(e) A provision authorizing or directing the corporation to conduct the business of the corporation in a manner that is environmentally and socially responsible; and

(f) Any provision that under this chapter is required or permitted to be set forth in the bylaws.

(3) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. [1987 c.52 §16; 1989 c.1040 §7; 1991 c.883 §1; 2007 c.254 §1; 2017 c.705 §10]

Source: Section 60.047 — Articles of incorporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.664 — OR Code / Title 7 / Chapter 60 / Section 60.664
60.664 Procedure for judicial dissolution
Status: in_force

(1) Venue for a proceeding by the Attorney General to dissolve a corporation lies in Marion County. Venue for a proceeding brought by any other party named in ORS 60.661 (Grounds for judicial dissolution) or 60.952 (Court proceeding by shareholder in close corporation) lies in the county where a corporation’s principal office is located or, if the principal office is not in this state, where its registered office is or was last located.

(2) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

(3) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located and carry on the business of the corporation until a full hearing can be held. [1987 c.52 §151; 2001 c.315 §61]

Source: Section 60.664 — Procedure for judicial dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.165 — OR Code / Title 7 / Chapter 63 / Section 63.165
63.165 Liability of members and managers
Status: in_force

(1) The debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the limited liability company. A member or manager is not personally liable for a debt, obligation or liability of the limited liability company solely by reason of being or acting as a member or manager.

(2) The failure of a limited liability company to observe the usual limited liability company formalities or requirements relating to the exercise of its limited liability company powers or management of its business is not a ground for imposing personal liability on the members or managers for liabilities of the limited liability company. [1993 c.173 §35; 1999 c.86 §10]

Source: Section 63.165 — Liability of members and managers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 67.260 — OR Code / Title 7 / Chapter 67 / Section 67.260
67.260 Dissociated partner’s liability to other persons
Status: in_force

(1) A partner’s dissociation does not of itself discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (2) of this section.

(2) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a converted or surviving business entity under ORS 67.340 (Definitions for ORS 67.340 to 67.365) to 67.365 (Effect of merger) , within six months after the partner’s dissociation only if the partner is personally liable for the obligation under ORS 67.105 (Partner’s liability) and, at the time of entering into the transaction:

(a) The other party reasonably believed that the dissociated partner was then a partner;

(b) The other party did not have notice of the partner’s dissociation; and

(c) The dissociation had not been advertised in a newspaper of general circulation in the place, or in each place if more than one, at which the partnership business is regularly carried on.

(3) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.

(4) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner’s dissociation but without the partner’s consent, agrees to a material alteration in the nature or time of payment of a partnership obligation. [1997 c.775 §32; 1999 c.362 §52]

Source: Section 67.260 — Dissociated partner’s liability to other persons , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 58.045 — OR Code / Title 7 / Chapter 58 / Section 58.045
58.045 Application of general corporation law and merger and conversion provisions
Status: in_force

(1) The Oregon Business Corporation Act is applicable to domestic and foreign professional corporations except when inconsistent with this chapter. This chapter takes precedence in the event of any conflict with provisions of the Oregon Business Corporation Act.

(2) Subject to the limitations of ORS 58.196 (Limits on merger) , all provisions of the Oregon Business Corporation Act governing mergers and conversions apply to domestic and foreign professional corporations. [1969 c.592 §5; 1987 c.94 §15; 1999 c.362 §1]

Source: Section 58.045 — Application of general corporation law and merger and conversion provisions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 63.707 — OR Code / Title 7 / Chapter 63 / Section 63.707
63.707 Application for authority to transact business
Status: in_force

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

(a) The name of the foreign limited liability company or, if the name the foreign limited liability company uses is unavailable for filing in this state, another name that satisfies the requirements of ORS 63.717 (Name of foreign limited liability company) ;

(b) The name of the state or country under whose law the foreign limited liability company is organized;

(c) The foreign limited liability company’s registry number in the state or country under whose law the foreign limited liability company is organized;

(d) The foreign limited liability company’s date of organization and either the date on which the period of the foreign limited liability company’s duration expires or a statement that the duration is perpetual;

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

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

(g) A statement that the foreign limited liability company satisfies the requirements of ORS 63.714 (Effect of authority) (3); and

(h) A statement as to whether the foreign limited liability company is member-managed or manager-managed, or whether the foreign limited liability company is managed by a manager or managers.

(2) Intentionally left blank —Ed.

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

(b) A foreign limited liability company need not submit a certificate of existence or document in accordance with paragraph (a) of this subsection if the official who has custody of business entity records in the state or country under whose law the foreign limited liability company is organized provides free access via the Internet to a searchable database that contains evidence of limited liability company registrations. [1993 c.173 §77; 1999 c.86 §16; 2005 c.22 §43; 2011 c.147 §11]

Source: Section 63.707 — Application for authority to transact business , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 62.613 — OR Code / Title 7 / Chapter 62 / Section 62.613
62.613 Effect of conversion
Status: in_force

(1) When a conversion to or from a cooperative pursuant to ORS 62.607 (Conversion) takes effect:

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

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

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

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

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

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

(A) As to liabilities incurred by the business entity prior to conversion, according to the status of the owner prior to conversion; and

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

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

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

(2) Owners of the business entity that converted are entitled to the rights provided in the plan of conversion and, in the case of business entities other than cooperatives, to the rights provided in the statutes applicable to the business entity prior to conversion, including, without limitation, any rights to dissent, to dissociate, to withdraw, to recover for breach of any duty or obligation owed by the other owners, and to obtain an appraisal or payment for the value of an owner’s interest. [1999 c.362 §23; 2001 c.315 §3]

Source: Section 62.613 — Effect of conversion; entity existence continues , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.394 — OR Code / Title 7 / Chapter 60 / Section 60.394
60.394 Mandatory indemnification
Status: in_force

Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. [1987 c.52 §96]

Source: Section 60.394 — Mandatory indemnification , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.007 — OR Code / Title 7 / Chapter 65 / Section 65.007
65.007 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. [1989 c.1010 §§5,5a; 1991 c.132 §5; 1999 c.652 §12]

Source: Section 65.007 — Filing, service, copying and certification fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.780 — OR Code / Title 7 / Chapter 62 / Section 62.780
62.780 Apportionment of net earnings or losses
Status: in_force

(1) Intentionally left blank —Ed.

(a) The net earnings or losses of an employee cooperative shall be apportioned and distributed at such times and in such manner as the articles of incorporation or bylaws shall specify. Net earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, shall be apportioned among the members in accordance with the ratio which each member’s patronage during the period involved bears to total patronage by all members during that period.

(b) As used in this subsection, “patronage” means the amount of work performed as a member of an employee cooperative, measured in accordance with the articles of incorporation and bylaws.

(2) The apportionment, distribution and payment of net earnings required by subsection (1) of this section may be in cash, credits, written notices of allocation or capital shares issued by the employee cooperative. [1987 c.677 §18]

Source: Section 62.780 — Apportionment of net earnings or losses , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 67.255 — OR Code / Title 7 / Chapter 67 / Section 67.255
67.255 Dissociated partner’s power to bind and liability to partnership
Status: in_force

(1) If a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a converted or surviving business entity under ORS 67.340 (Definitions for ORS 67.340 to 67.365) to 67.365 (Effect of merger) , is bound by an act of the dissociated partner only if:

(a) The act occurs within six months after the date of dissociation;

(b) The act would have bound the partnership under ORS 67.090 (Partner agent of partnership) before dissociation;

(c) At the time of entering into the transaction, the other party reasonably believed that the dissociated partner was then a partner and did not have notice of the partner’s dissociation; and

(d) At the time of entering into the transaction, the dissociation had not been advertised in a newspaper of general circulation in the place, or in each place if more than one, at which the partnership business is regularly carried on.

(2) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (1) of this section. [1997 c.775 §31; 1999 c.362 §51]

Source: Section 67.255 — Dissociated partner’s power to bind and liability to partnership , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.531 — OR Code / Title 7 / Chapter 60 / Section 60.531
60.531 Sale of assets in regular course of business
Status: in_force

(1) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:

(a) Sell, lease, exchange or otherwise dispose of all or substantially all of its property in the usual and regular course of business;

(b) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or

(c) Transfer any or all of its property to a corporation all the shares of which are owned by the corporation.

(2) Unless required by the articles of incorporation, approval by the shareholders of a transaction described in subsection (1) of this section is not required. [1987 c.52 §122]

Source: Section 60.531 — Sale of assets in regular course of business; mortgage of assets , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.951 — OR Code / Title 7 / Chapter 65 / Section 65.951
65.951 Short title
Status: in_force

This chapter shall be known and may be cited as the Oregon Nonprofit Corporation Act. [1989 c.1010 §1; 1999 c.59 §16]

Source: Section 65.951 — Short title , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 58.385 — OR Code / Title 7 / Chapter 58 / Section 58.385
58.385 Disqualification of physician
Status: in_force

(1) If a physician practicing medicine on behalf of a professional corporation is disqualified from practicing medicine for more than six months or assumes a public office, the duties of which prohibit practicing medicine for more than six months under the rules of the Oregon Medical Board or other law, the professional corporation shall have the right to redeem the shares of the physician within 60 days after the disqualification or prohibition occurs.

(2) If a physician practicing medicine on behalf of a professional corporation is disqualified from practicing medicine for six months or less or assumes a public office, the duties of which prohibit practicing medicine for six months or less under the rules of the Oregon Medical Board or other law, the physician may retain ownership of the shares in the corporation and may remain a director and officer of the corporation during the period of disqualification, unless otherwise prohibited under the rules of the Oregon Medical Board or by law. [1997 c.774 §22]

Source: Section 58.385 — Disqualification of physician; disposition of shares , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 59.215 — OR Code / Title 7 / Chapter 59 / Section 59.215
59.215 Action against applicant or licensee for act or omission of associate
Status: in_force

The Director of the Department of Consumer and Business Services may enter an order against the applicant or licensee under ORS 59.205 (Grounds for denying, suspending, revoking or imposing condition or restriction on license) if any partner, officer or director of a broker-dealer or state investment adviser, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling the broker-dealer or state investment adviser has been guilty of any act or omission which would be cause for conditioning, restricting, denying, suspending or revoking the license of an individual broker-dealer, state investment adviser or salesperson, except as follows:

(1) This section shall not apply to any issuer of a federal covered security, a federal covered investment adviser or to ORS 59.205 (Grounds for denying, suspending, revoking or imposing condition or restriction on license) (1).

(2) The director may not enter an order against a broker-dealer or state investment adviser on the basis of the lack of qualification under ORS 59.205 (Grounds for denying, suspending, revoking or imposing condition or restriction on license) (5) of any person other than:

(a) The broker-dealer or state investment adviser if the broker-dealer or state investment adviser is an individual; or

(b) A salesperson of the broker-dealer or investment adviser representative of the state investment adviser.

(3) The director may not enter an order solely on the basis of lack of experience if the applicant or licensee is qualified by training or knowledge or both.

(4) If the director finds that an applicant for an initial license or a license renewal as a broker-dealer is not qualified as a state investment adviser, the director may condition the applicant’s license as a broker-dealer upon its not transacting business in this state as a state investment adviser. [1967 c.537 §20(2); 1985 c.349 §22; 1987 c.603 §15; 1989 c.197 §13; 1993 c.508 §35; 1997 c.772 §20; 2001 c.32 §4]

Source: Section 59.215 — Action against applicant or licensee for act or omission of associate; exceptions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 70.015 — OR Code / Title 7 / Chapter 70 / Section 70.015
70.015 Reservation of limited partnership name
Status: reserved

(1) A limited partnership name may be reserved by any of the following persons:

(a) Any person intending to organize a limited partnership under ORS 70.075 (Formation of limited partnership) and to adopt that name.

(b) Any domestic limited partnership or any foreign limited partnership registered in this state that in either case intends to adopt that name.

(c) Any foreign limited partnership intending to register in this state and adopt that name.

(d) Any person intending to organize a foreign limited partnership and intending to have it register in this state and adopt that name.

(2) A person who desires to reserve a limited partnership name shall submit to the Office of Secretary of State a signed application that specifies the limited partnership name and states the name and address of the person for whom the name is reserved. If the Secretary of State finds that the limited partnership name conforms to ORS 70.010 (Name of limited partnership) , the Secretary of State shall reserve the limited partnership name for the applicant for a period of 120 days. The applicant for whom a name is reserved may transfer the reservation to any other person by executing and submitting for filing to the Office of Secretary of State a notice of the transfer, specifying the name and address of the transferee. [1985 c.677 §4; 1991 c.132 §6]

Source: Section 70.015 — Reservation of limited partnership name , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 67.065 — OR Code / Title 7 / Chapter 67 / Section 67.065
67.065 When property is partnership property
Status: in_force

(1) Property is partnership property if acquired in the name of:

(a) The partnership; or

(b) One or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.

(2) Property is acquired in the name of the partnership by a transfer to:

(a) The partnership in its name; or

(b) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.

(3) It is a rebuttable presumption that property is partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership.

(4) It is a rebuttable presumption that property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership and without use of partnership assets, is separate property, even if used for partnership purposes. [1997 c.775 §9]

Source: Section 67.065 — When property is partnership property , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.534 — OR Code / Title 7 / Chapter 60 / Section 60.534
60.534 Sale of assets other than in regular course of business
Status: in_force

(1) A corporation may sell, lease, exchange or otherwise dispose of all or substantially all of its property, with or without the goodwill, other than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation’s board of directors, if the board of directors proposes and its shareholders approve the proposed transaction.

(2) For a transaction to be authorized:

(a) The board of directors shall adopt a resolution directing that such sale, lease, exchange or other disposition be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting; and

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

(3) The board of directors may condition its submission of the proposed transaction on any basis.

(4) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with ORS 60.214 (Notice of meeting) . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all or substantially all the property of the corporation and contain or be accompanied by a description of the transaction.

(5) Unless the articles of incorporation or the board of directors, acting pursuant to subsection (3) of this section, require a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction.

(6) After a sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further shareholder action.

(7) A transaction that constitutes a distribution is governed by ORS 60.181 (Distributions to shareholders) and not by this section. [1987 c.52 §123; 1989 c.1040 §29]

DISSENTERS’ RIGHTS

Source: Section 60.534 — Sale of assets other than in regular course of business , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.792 — OR Code / Title 7 / Chapter 62 / Section 62.792
62.792 Short title
Status: in_force

ORS 62.765 (Definitions for ORS 62.765 to 62.792) to 62.792 (Short title) shall be known and may be cited as the “Employee Cooperative Corporations Act.” [1987 c.677 §11]

Source: Section 62.792 — Short title , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.964 — OR Code / Title 7 / Chapter 60 / Section 60.964
60.964 Saving provisions
Status: repealed

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

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

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

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

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

(2) The provisions of ORS 60.387 (Definitions for ORS 60.387 to 60.414) to 60.411 (Insurance) apply to all indemnification a corporation makes after June 15, 1987, and all other actions regarding indemnification taken by or on behalf of a corporation or by a court after June 15, 1987, including all indemnification made and other actions taken after June 15, 1987, with respect to claims that arose or matters that occurred before June 15, 1987, or pursuant to any provisions of any articles of incorporation, bylaws, resolutions or agreements in effect before June 15, 1987.

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

(4) This chapter applies to any amendment to a corporation’s articles of incorporation filed after June 15, 1987, even if shareholder approval of such amendment occurred before the effective date.

(5) If a provision of this chapter has the effect of modifying, limiting or superseding the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq., the provision of this chapter controls to the maximum extent permitted under 15 U.S.C. 7002(a)(2). [1987 c.52 §178; 2017 c.55 §18]

Source: Section 60.964 — Saving provisions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 70.080 — OR Code / Title 7 / Chapter 70 / Section 70.080
70.080 Amendment of certificate
Status: in_force

(1) A certificate of limited partnership is amended by submitting for filing a certificate of amendment thereto to the Office of Secretary of State. The certificate shall set forth the following:

(a) The name of the limited partnership immediately prior to the filing of the certificate of amendment.

(b) The amendment to the certificate.

(2) Not later than the 30th day after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event shall be filed:

(a) The admission of a new general partner.

(b) The withdrawal of a general partner.

(c) The continuation of the business under ORS 70.325 (When dissolution occurs) (4) after an event of withdrawal of a general partner.

(d) A change in the name of the limited partnership.

(3) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.

(4) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

(5) No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection (2) of this section if the amendment is filed within the period specified in subsection (2) of this section.

(6) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment. [1985 c.677 §10; 1987 c.543 §9]

Source: Section 70.080 — Amendment of certificate , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 70.525 — OR Code / Title 7 / Chapter 70 / Section 70.525
70.525 Merger
Status: in_force

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

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

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

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

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

(2) The plan of merger shall set forth:

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

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

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

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

(e) If any party is a business entity other than a limited partnership, any additional information required for a merger by the statutes governing that business entity.

(3) The plan of merger may set forth:

(a) Amendments to the certificate of limited partnership, if a limited partnership is the surviving business entity; and

(b) Other provisions relating to the merger. [1999 c.362 §61; 2001 c.315 §21; 2003 c.80 §25]

Source: Section 70.525 — Merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 67.360 — OR Code / Title 7 / Chapter 67 / Section 67.360
67.360 Merger
Status: in_force

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

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

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

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

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

(2) The plan of merger shall set forth:

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

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

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

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

(e) If any party is a business entity other than a partnership, any additional information required for a merger by the statutes governing that business entity.

(3) The plan of merger may set forth:

(a) Amendments to the partnership agreement of a partnership and, if applicable, its registration as a limited liability partnership if the partnership is the surviving business entity; and

(b) Other provisions relating to the merger. [1997 c.775 §44; 1999 c.362 §46; 2001 c.315 §19; 2003 c.80 §23]

Source: Section 67.360 — Merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 65.217 — OR Code / Title 7 / Chapter 65 / Section 65.217
65.217 Waiver of notice
Status: in_force

(1) A member may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. The waiver must be in writing, be signed by the member entitled to the notice and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(2) A member’s attendance at a meeting waives objection to:

(a) Lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(b) Consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when the matter is presented. [1989 c.1010 §57; 2019 c.174 §42]

Source: Section 65.217 — Waiver of notice , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.027 — OR Code / Title 7 / Chapter 60 / Section 60.027
60.027 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 registered 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 or foreign corporation;

(d) An annual report required by ORS 60.787 (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 or foreign corporation is in existence or is authorized to transact business in this state. [1987 c.52 §12]

Source: Section 60.027 — Certificate of existence or authorization , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 59.820 — OR Code / Title 7 / Chapter 59 / Section 59.820
59.820 Actions against corporation for second violation
Status: in_force

(1) If a domestic corporation is convicted of a second offense under ORS 59.730 (Making contract involving securities without intending a bona fide sale or purchase) to 59.810 (Delivery to customer of true statement of purchase or sale made by broker) , the circuit court has jurisdiction over an action by the Attorney General, in the name of the people, to dissolve the corporation.

(2) If a foreign corporation is convicted of a second offense under ORS 59.730 (Making contract involving securities without intending a bona fide sale or purchase) to 59.810 (Delivery to customer of true statement of purchase or sale made by broker) , the circuit court has jurisdiction in an action brought as provided in subsection (1) of this section to restrain the corporation from doing business in this state.

Source: Section 59.820 — Actions against corporation for second violation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 65.381 — OR Code / Title 7 / Chapter 65 / Section 65.381
65.381 Resignation and removal of officers
Status: in_force

(1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective under ORS 65.034 (Notice) unless the notice specifies a later effective date. If a resignation specifies a later effective date and the corporation accepts the later effective date, the corporation’s board of directors or any other person authorized under the articles of incorporation or bylaws may fill the pending vacancy before the effective date if the board or any other person provides that the successor does not take office until the effective date.

(2) A board of directors or any other person authorized under the articles of incorporation or bylaws to elect or appoint an officer may remove any officer the board or any other person is entitled to elect or appoint, at any time with or without cause.

(3) Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors. [1989 c.1010 §96; 1991 c.231 §8; 2019 c.174 §71]

Source: Section 65.381 — Resignation and removal of officers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 70.140 — OR Code / Title 7 / Chapter 70 / Section 70.140
70.140 Liability of person who erroneously believes person is limited partner
Status: in_force

A person who makes a contribution to a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise or exercising any rights of a limited partner if, on ascertaining the mistake, the person promptly takes either of the following actions:

(1) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed.

(2) Withdraws from future equity participation in the enterprise by executing and submitting for filing with the Office of Secretary of State a certificate declaring withdrawal under this section. [1985 c.677 §21; 1987 c.543 §16]

Source: Section 70.140 — Liability of person who erroneously believes person is limited partner , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.291 — OR Code / Title 7 / Chapter 60 / Section 60.291
60.291 Judicial review of corporate action
Status: in_force

(1) Intentionally left blank —Ed.

(a) Subject to subsection (2) of this section, a circuit court of this state may:

(A) Determine the validity and effectiveness of a corporate action or a defective corporate action;

(B) Determine the validity and effectiveness of a ratification or approval of a defective corporate action;

(C) Determine the validity of any putative shares;

(D) Order the corporation to conduct a meeting of shareholders for the purposes specified in ORS 60.276 (Ratification by board of directors) (3) and 60.279 (Quorum) ; or

(E) Modify or waive any of the provisions specified in ORS 60.276 (Ratification by board of directors) or 60.279 (Quorum) .

(b) In connection with an action under paragraph (a) of this subsection, a court may make any findings or orders and consider any matters the court deems proper under the circumstances.

(2) Intentionally left blank —Ed.

(a) The following persons may bring an action to have a court make a determination or modification or allow a waiver under subsection (1) of this section:

(A) The corporation or a successor entity to the corporation;

(B) A director of the corporation;

(C) A shareholder or beneficial shareholder of the corporation;

(D) An unrestricted voting trust beneficial owner of the corporation; and

(E) Any other person that claims that a ratification of a defective corporate action substantially and adversely affects the person.

(b) For the purposes of paragraph (a) of this subsection, the persons with the status described in paragraph (a)(C) and (D) of this subsection include persons that had the described status on the date on which the corporation ratified the defective corporate action.

(3) A person may serve process on the corporation in an action under this section in accordance with the manner appropriate for service of process specified under the laws of this state. The court may proceed to adjudicate the action without joining another party, but if the corporation brings the action, the court may require the corporation to provide notice to other persons the court specifies and may permit other persons to intervene in the action.

(4) Intentionally left blank —Ed.

(a) A person must bring, within 120 days after the later of the effective date of validation or the date of the notice that a corporation gives under ORS 60.279 (Quorum) or 60.282 (Notice of ratification by board of directors) , as applicable, any action that claims that a ratification of a defective corporate action is not valid or effective or that putative shares a corporation issues are not valid or effective, or that the defective corporate action or putative shares are valid or effective only under certain conditions.

(b) A person’s failure to contact a corporation to determine the calendar date by which the person must bring an action under this section does not eliminate or extend the 120-day period specified in paragraph (a) of this subsection. [2019 c.325 §9]

Source: Section 60.291 — Judicial review of corporate action; persons permitted to seek review , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.645 — OR Code / Title 7 / Chapter 67 / Section 67.645
67.645 Annual report
Status: in_force

(1) A limited liability partnership registered to transact business in this state, and a foreign limited liability partnership authorized to transact business in this state, shall by the limited liability partnership’s anniversary deliver an annual report to the office of the Secretary of State for filing. The annual report must set forth:

(a) The name of the limited liability partnership and the state or country under whose law the limited liability partnership is registered or qualified as a limited liability partnership;

(b) The address, including street and number, and mailing address, if different, of the principal office from which the limited liability partnership conducts the limited liability partnership’s business;

(c) The names and addresses of at least two partners of the limited liability partnership;

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

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

(2) The information contained in the annual report must be current within 30 days before the report is due.

(3) The Secretary of State shall mail the annual report form to any address shown for the limited liability partnership or foreign limited liability partnership in the current records of the office of the Secretary of State. The failure of the limited liability partnership or foreign limited liability partnership to receive the annual report form from the Secretary of State does not relieve the limited liability partnership or foreign limited liability partnership of the limited liability partnership’s or foreign limited liability partnership’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 limited liability partnership or foreign limited liability partnership in writing and return the report to the limited liability partnership or foreign limited liability partnership for correction. The limited liability partnership or foreign limited liability partnership must correct the error within 45 days after the Secretary of State gives the notice.

(5) Intentionally left blank —Ed.

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

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

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

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

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

(B) The information as changed. [1997 c.775 §62; 1999 c.86 §21; 2007 c.186 §10; 2011 c.147 §18]

Source: Section 67.645 — Annual report; updates; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 70.275 — OR Code / Title 7 / Chapter 70 / Section 70.275
70.275 Liability of partner who receives return of contribution
Status: in_force

(1) If a partner has received the return of any part of the partner’s contribution without violation of the partnership agreement or this chapter, the partner is liable to the limited partnership for a period of one year after receipt of the return for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership’s liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.

(2) If a partner has received the return of any part of the partner’s contribution in violation of the partnership agreement or this chapter, the partner is liable to the limited partnership for a period of six years after receipt of the return for the amount of the contribution wrongfully returned.

(3) A partner receives a return of the partner’s contribution to the extent that a distribution to the partner reduces the partner’s share of the fair value of the net assets of the limited partnership below the value of the partner’s contribution, as set forth in the partnership records required to be kept pursuant to ORS 70.050 (Records required in office in state) , that has not been distributed to the partner. [1985 c.677 §39; 1987 c.543 §25]

Source: Section 70.275 — Liability of partner who receives return of contribution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.094 — OR Code / Title 7 / Chapter 60 / Section 60.094
60.094 Corporate name
Status: reserved

(1) A corporate name shall contain one or more of the words “corporation,” “incorporated,” “company” or “limited” or an abbreviation of one or more of those words.

(2) A corporate name shall not contain the word “cooperative.”

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

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

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

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

(7) The provisions of this section do not:

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

(b) Derogate from the common law, the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect trade names. [1987 c.52 §26]

Source: Section 60.094 — Corporate name , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.466 — OR Code / Title 7 / Chapter 62 / Section 62.466
62.466 Mandatory indemnification of director
Status: in_force

Unless limited by its articles of incorporation, a cooperative shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the cooperative against reasonable expenses incurred by the director in connection with the proceeding. [1995 c.195 §17]

Source: Section 62.466 — Mandatory indemnification of director , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 59.255 — OR Code / Title 7 / Chapter 59 / Section 59.255
59.255 Enjoining violations
Status: in_force

(1) Whenever it appears to the Director of the Department of Consumer and Business Services that a person has engaged, is engaging or is about to engage in an act or practice constituting a violation of any provision of the Oregon Securities Law or any rule or order of the director, the director may bring suit in the name and on behalf of the State of Oregon in the circuit court of any county of this state to enjoin the acts or practices and to enforce compliance with the Oregon Securities Law or such rule or order. Upon a proper showing, a permanent or temporary injunction, restraining order or writ of mandamus shall be granted.

(2) The court may fine the person against whom the order is entered not more than $20,000 for each violation, which shall be entered as a judgment and paid to the General Fund of the State Treasury. Each violation is a separate offense. In the case of a continuing violation, each day’s continuance is a separate violation, but the maximum penalty for any continuing violation shall not exceed $100,000. If the court finds that the defendant has violated any provision of the Oregon Securities Law or any such rule or order, the court may appoint a receiver, who may be the director, for the defendant or the defendant’s assets. The court may not require the director to post a bond.

(3) The court may award reasonable attorney fees to the director if the director prevails in an action under this section. The court may award reasonable attorney fees to a defendant who prevails in an action under this section if the court determines that the director had no objectively reasonable basis for asserting the claim or no reasonable basis for appealing an adverse decision of the trial court.

(4) The director may include in any action authorized by this section:

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

(b) A claim for disgorgement of illegal gains or profits derived. Any recovery under this paragraph shall be turned over to the General Fund of the State Treasury unless the court requires other disposition.

(5) The provisions of this section do not apply to:

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

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

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

(d) A violation of any rule adopted by the director pursuant to ORS 59.049 (Federal covered securities exempt from registration) (1), (2) or (3) or 59.165 (Licensing of broker-dealers, investment advisers and salespersons required) (7). [1967 c.537 §23; 1971 c.394 §1; 1975 c.300 §4; 1981 c.897 §10; 1985 c.349 §26; 1995 c.696 §11; 1997 c.772 §23; 1999 c.53 §4; 1999 c.315 §3; 2003 c.631 §5; 2017 c.313 §3]

Source: Section 59.255 — Enjoining violations; fine; appointment of receiver; attorney fees; damages to private parties , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 70.180 — OR Code / Title 7 / Chapter 70 / Section 70.180
70.180 When person ceases to be general partner
Status: in_force

Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

(1) The general partner withdraws from the limited partnership as provided in ORS 70.255 (Withdrawal of partner) (1).

(2) The general partner ceases to be a member of the limited partnership as provided in ORS 70.290 (Assignability of partnership interest) .

(3) The general partner is removed as a general partner in accordance with the partnership agreement.

(4) Unless otherwise provided in writing in the partnership agreement, the general partner:

(a) Makes an assignment for the benefit of creditors;

(b) Files a voluntary petition in bankruptcy;

(c) Is adjudicated a bankrupt or insolvent;

(d) Files a petition or answer seeking for the general partner any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule;

(e) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the general partner in any proceeding of this nature; or

(f) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of the general partner’s properties.

(5) Unless otherwise provided in writing in the partnership agreement:

(a) If a proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule has not been dismissed on or before the 120th day after commencement of the proceeding;

(b) If an appointment, without the general partner’s consent, of a trustee, receiver or liquidator either of the general partner or of all or any substantial part of the general partner’s properties is not vacated or stayed on or before the 90th day after the appointment; or

(c) If an appointment described in paragraph (b) of this subsection is not vacated on or before the 90th day after expiration of the stay under paragraph (b) of this subsection.

(6) In the case of a general partner who is an individual:

(a) The death of the general partner.

(b) The entry of a judgment by a court of competent jurisdiction adjudicating the general partner incompetent to manage the general partner’s person or estate.

(7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee.

(8) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership.

(9) In the case of a general partner that is a corporation, the voluntary dissolution of the corporation, the involuntary dissolution of the corporation or the entry of a judgment or judicial order of involuntary dissolution of the corporation.

(10) In the case of an estate, the distribution by the fiduciary of the estate’s entire interest in the partnership. [1985 c.677 §24; 1987 c.543 §18]

Source: Section 70.180 — When person ceases to be general partner , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 65.275 — OR Code / Title 7 / Chapter 65 / Section 65.275
65.275 Corrected corporate action
Status: in_force

(1) On and after the date on which a corporation ratifies a defective corporate action under ORS 65.266 (Ratification by board of directors) or validates a defective corporate action under ORS 65.278 (Articles of validation) , the defective corporate action becomes a corrected corporate action and, notwithstanding the 120-day period provided in ORS 65.281 (Judicial review of corporate action) for challenges to the ratification, a corrected corporate action is not void or voidable and is effective as of the date of the defective corporate action.

(2) A defective corporate action that results directly or indirectly from a previous defective corporate action, or a corporate action that a corporation takes in reliance on the previous defective corporate action, is valid and effective as of the date the corporation took the corporate action or the defective corporate action if the corporation ratified the previous defective corporate action under ORS 65.266 (Ratification by board of directors) or validated the previous defective corporate action under ORS 65.278 (Articles of validation) .

(3) A corporation’s ratification, validation or other approval of a corporate action under ORS 65.260 (Definitions for ORS 65.260 to 65.281) to 65.281 (Judicial review of corporate action) and a determination, finding, order or judgment in a proceeding under ORS 65.281 (Judicial review of corporate action) does not affect a cause of action or remedy, other than a cause of action or remedy under ORS 65.281 (Judicial review of corporate action) , that relates to the corporate action or the corporation’s ratification, validation or other approval of the corporate action under ORS 65.260 (Definitions for ORS 65.260 to 65.281) to 65.281 (Judicial review of corporate action) . [2019 c.325 §16]

Source: Section 65.275 — Corrected corporate action; validity; effective date , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.609 — OR Code / Title 7 / Chapter 62 / Section 62.609
62.609 Action on plan of conversion
Status: in_force

(1) A plan of conversion shall be approved by the business entity as follows:

(a) In the case of a cooperative, in the manner provided in ORS 62.619 (Action on plan of merger) (1)(a) for mergers; and

(b) In the case of a business entity other than a cooperative, 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 cooperative, without further action by the members or shareholders, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, in the manner determined by the board of directors.

(b) By another business entity that planned to convert to a cooperative, 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 §21]

Source: Section 62.609 — Action on plan of conversion , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.231 — OR Code / Title 7 / Chapter 65 / Section 65.231
65.231 Proxies
Status: in_force

(1) Unless a corporation’s articles of incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by the member’s attorney-in-fact.

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

(3) An appointment of a proxy is revocable by the member.

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

(5) Appointment of a proxy is revoked by the person that appoints the proxy:

(a) Attending any meeting and voting in person; or

(b) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.

(6) Subject to ORS 65.237 (Corporation’s acceptance of votes) and any express limitation on the proxy’s authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy’s vote or other action as that of the member that makes the appointment. [1989 c.1010 §64; 2019 c.174 §46]

Source: Section 65.231 — Proxies , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 59.105 — OR Code / Title 7 / Chapter 59 / Section 59.105
59.105 Denial, suspension or revocation of registration
Status: in_force

(1) Except as provided in subsection (2) of this section, the Director of the Department of Consumer and Business Services may by order deny, suspend or revoke any registration, if the director finds that:

(a) The proposed plan of business of the issuer, the characteristics and terms of sale of the securities to be sold, or the proposed methods of sale and distribution are unfair, unjust or inequitable;

(b) The issuer is insolvent or in unsound financial condition;

(c) The applicant, registrant or issuer has violated any of the provisions of the Oregon Securities Law, or any rule or order of the director of which the applicant, registrant or issuer had notice;

(d) The applicant, registrant or issuer has been or is engaged or is about to engage in dishonest or fraudulent conduct with regard to securities;

(e) The applicant, registrant, or issuer has been convicted of a misdemeanor, an essential element of which is fraud, or of a felony;

(f) The applicant, registrant or issuer has knowingly made or caused to be made to the director any false representation of a material fact, or has suppressed or withheld from the director any material information;

(g) The applicant, registrant or issuer has refused to permit an examination to be made by the director, or has failed to file any report, including any certified financial report, or furnish any information required by the director in connection with the Oregon Securities Law; or

(h) Unreasonable amounts or kinds of commissions or other remunerations, promoter’s profits or participation or unreasonable options have been or are to be given or allowed directly or indirectly in connection with the sale or distribution of the securities.

(2) The director may enter an order against the applicant, registrant or issuer under subsection (1) of this section if any partner, officer or director of an applicant, registrant or issuer, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling the applicant, registrant or issuer has been guilty of any act or omission which would be cause for denying, suspending or revoking the registration of an individual applicant, registrant or issuer, except:

(a) This subsection shall not apply to subsection (1)(a) and (b) of this section.

(b) The director may not enter an order suspending or revoking a registration under this subsection, pursuant to subsection (1)(e) of this section, without 10 days’ prior written notice to the registrant. [1967 c.537 §12; 1989 c.197 §4]

Source: Section 59.105 — Denial, suspension or revocation of registration , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 67.042 — OR Code / Title 7 / Chapter 67 / Section 67.042
67.042 Effect of partnership agreement
Status: in_force

(1) Except as otherwise provided in subsection (2) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.

(2) The partnership agreement may not:

(a) Unreasonably restrict the right of access to books and records under ORS 67.150 (Partner’s rights and duties with respect to information) (2);

(b) Eliminate the duty of loyalty under ORS 67.155 (General standards of partner’s conduct) (2) or 67.230 (Effect of partner’s dissociation) (2)(c), but:

(A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not unconscionable; or

(B) All the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

(c) Unreasonably reduce the duty of care under ORS 67.155 (General standards of partner’s conduct) (3) or 67.230 (Effect of partner’s dissociation) (2)(c);

(d) Eliminate the obligation of good faith and fair dealing under ORS 67.155 (General standards of partner’s conduct) (4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not unconscionable;

(e) Vary the power to dissociate as a partner under ORS 67.225 (Partner’s power to dissociate) (1), except to require the notice under ORS 67.220 (Events causing partner’s dissociation) (1) to be in writing;

(f) Vary the right of a court to expel a partner in the events specified in ORS 67.220 (Events causing partner’s dissociation) (5);

(g) Vary the requirement to wind up the partnership business in cases specified in ORS 67.290 (Events causing dissolution and winding up of partnership business) (4), (5), (6) or (7);

(h) Choose a governing law not permitted under ORS 67.046 (Governing law) (1) or vary the application of this state’s law with respect to a limited liability partnership or a foreign limited liability partnership pursuant to ORS 67.046 (Governing law) (2) or (3); or

(i) Restrict rights of third parties under this chapter. [Formerly 67.015]

Source: Section 67.042 — Effect of partnership agreement; nonwaivable provisions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 67.760 — OR Code / Title 7 / Chapter 67 / Section 67.760
67.760 Appeal from revocation
Status: in_force

In addition to any other legal remedy which may be available, a foreign limited liability partnership 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. [1997 c.775 §77]

Source: Section 67.760 — Appeal from revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.174 — OR Code / Title 7 / Chapter 60 / Section 60.174
60.174 Preemptive rights of shareholders
Status: in_force

(1) Except to the extent limited or denied by this section or by the articles of incorporation, the shareholders of a corporation incorporated prior to June 15, 1987, shall have preemptive rights as defined in this section. By articles of amendment or restated articles filed after such date, a corporation may eliminate preemptive rights under this subsection by including in the articles of amendment or restated articles that “the corporation elects to waive preemptive rights,” or words of similar import, in which event this subsection shall no longer apply to the corporation.

(2) Except as provided in subsection (1) of this section, the shareholders of a corporation do not have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation so provide.

(3) A statement included in the articles of incorporation that “the corporation elects to have preemptive rights,” or words of similar import, means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:

(a) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them.

(b) A shareholder may waive the shareholder’s preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.

(c) There is no preemptive right with respect to:

(A) Shares issued as compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates;

(B) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates;

(C) Shares authorized in articles of incorporation that are issued within six months from the effective date of incorporation; or

(D) Shares sold other than for money.

(d) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.

(e) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.

(f) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders’ preemptive rights.

(4) For purposes of this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares. [1987 c.52 §46; 1987 c.579 §3; 1991 c.883 §2]

Source: Section 60.174 — Preemptive rights of shareholders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.654 — OR Code / Title 7 / Chapter 65 / Section 65.654
65.654 Reinstatement following administrative dissolution
Status: in_force

(1) A corporation that the Secretary of State administratively dissolved under ORS 65.651 (Procedure for and effect of administrative dissolution) may apply to the Secretary of State for reinstatement within five years from the date of dissolution. The application must:

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

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

(2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section, that the information is correct, and that the corporation’s name satisfies the requirements of ORS 65.094 (Corporate name) , the Secretary of State shall reinstate the corporation.

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

(4) The Secretary of State may waive the requirement under subsection (1) of this section that the corporation apply for reinstatement within five years after the date of administrative dissolution if the corporation requests the waiver and provides evidence of the corporation’s continued existence as an active concern during the period of administrative dissolution. [1989 c.1010 §140; 1995 c.215 §14; 2009 c.339 §1; 2011 c.147 §14]

Source: Section 65.654 — Reinstatement following administrative dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.750 — OR Code / Title 7 / Chapter 67 / Section 67.750
67.750 Grounds for revocation
Status: in_force

The Secretary of State may commence a proceeding under ORS 67.755 (Procedure for and effect of revocation) to revoke the authority of a foreign limited liability partnership to transact business in this state if:

(1) The foreign limited liability partnership does not deliver its annual report to the office of the Secretary of State within the time prescribed by this chapter; or

(2) The foreign limited liability partnership does not pay within the time prescribed by this chapter any fees imposed by this chapter. [1997 c.775 §75]

Source: Section 67.750 — Grounds for revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 65.803 — OR Code / Title 7 / Chapter 65 / Section 65.803
65.803 Hospitals operated by nonprofit corporation
Status: in_force

(1) Any public benefit or religious corporation that operates a hospital must provide written notice to, and obtain the written approval of, the Attorney General before closing any transaction to do either of the following:

(a) Sell, transfer, lease, exchange, option, convey, merge or otherwise dispose of all or a significant portion of its hospital assets to a noncharitable entity or to an unrelated charitable entity.

(b) Transfer control, responsibility or governance of a significant portion of the hospital assets or hospital operations of the public benefit or religious corporation to a noncharitable entity.

(2) This section does not apply to a public benefit or religious corporation if any of the following apply:

(a) The transaction is in the usual and regular course of the activities of the public benefit or religious corporation.

(b) The public benefit or religious corporation has furnished the Attorney General with a detailed written statement describing the proposed transaction and requesting a written waiver of the requirements imposed by this section, and the Attorney General:

(A) Has given the public benefit or religious corporation a written waiver of the requirements imposed by this section as to the proposed transaction; or

(B) Has not made a written determination with regard to the request within 45 days after receiving the request.

(c) The Attorney General, by rule, has excepted this kind of transaction.

(3) The notice and approval required by ORS 65.800 (Definitions for ORS 65.803 to 65.815) to 65.815 (Rules) are in addition to any other notice or approval required by this chapter or other applicable law.

(4) Notice and approval is not required under ORS 65.800 (Definitions for ORS 65.803 to 65.815) to 65.815 (Rules) if a political subdivision of the state controls the operation of the hospital.

(5) Any person may make a written request to the Attorney General that the person be given notice of requests for approval received by the Attorney General under this section. The Attorney General shall maintain a mailing list of persons who have requested notification under this subsection and shall promptly mail a copy of any request for approval received under this section to the persons on the list. In addition, the Attorney General shall promptly mail a copy of any request for waiver received under subsection (2) of this section to the persons on the list upon receiving the request for waiver. The Attorney General may not grant a waiver under subsection (2) of this section until 14 days after the mailing required by this subsection. [1997 c.291 §3]

Source: Section 65.803 — Hospitals operated by nonprofit corporation; transfer of assets; approval by Attorney General , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 59.295 — OR Code / Title 7 / Chapter 59 / Section 59.295
59.295 Notice of orders
Status: in_force

(1) Except as provided in ORS 183.745 (Civil penalty procedures) , upon the entry of an order under the Oregon Securities Law, the Director of the Department of Consumer and Business Services shall promptly give appropriate notice of the order as provided in this subsection. The notice shall state that a hearing will be held on the order if a written demand for hearing is filed with the director within 20 days after the date of service of the order. The notice shall be given to:

(a) The issuer and applicant or registrant affected thereby with respect to orders entered pursuant to ORS 59.085 (Conditions imposed on registration) and 59.105 (Denial, suspension or revocation of registration) ;

(b) The applicant or licensee and any investment adviser representative or salesperson affected thereby with respect to orders entered pursuant to ORS 59.205 (Grounds for denying, suspending, revoking or imposing condition or restriction on license) ; or

(c) All interested persons with respect to orders entered pursuant to any other provision of the Oregon Securities Law, except ORS 59.095 (Approval of plan to issue securities in exchange for other securities, claims or property) .

(2) If timely demand for a hearing is filed by a person entitled to notice of the order, the director shall hold a hearing on the order as provided by ORS chapter 183. In the absence of a timely demand for a hearing, no person shall be entitled to judicial review of the order.

(3) After the hearing, the director shall enter a final order vacating, modifying or affirming the order.

(4) The director may enter a final order revoking a license or registration notwithstanding the fact that the license or registration has expired, if the initial order of revocation was issued prior to expiration of the license or registration. [1967 c.537 §26; 1985 c.349 §27; 1987 c.603 §22; 1989 c.197 §16; 1991 c.734 §2d; 1997 c.772 §26]

Source: Section 59.295 — Notice of orders; hearings on orders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 67.150 — OR Code / Title 7 / Chapter 67 / Section 67.150
67.150 Partner’s rights and duties with respect to information
Status: in_force

(1) A partnership shall keep its books and records, if any, at its principal office from which the partnership conducts its business.

(2) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge covering the costs of labor and material for copies of documents furnished.

(3) Each partner, to the extent of the partner’s knowledge or possession of information, and the partnership shall furnish to a partner and to the legal representative of a deceased partner or partner under legal disability:

(a) Without demand, any information concerning the partnership’s business and affairs reasonably required for the proper exercise of the partner’s rights and duties under the partnership agreement or under this chapter; and

(b) On demand, any other information concerning the partnership’s business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. [1997 c.775 §19]

Source: Section 67.150 — Partner’s rights and duties with respect to information , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 70.255 — OR Code / Title 7 / Chapter 70 / Section 70.255
70.255 Withdrawal of partner
Status: in_force

(1) A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to the withdrawing general partner.

(2) A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the partnership agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six months’ prior written notice to each general partner at the general partner’s address on the books of the limited partnership at its office in this state. [1985 c.677 §§33,34; 1987 c.543 §23]

Source: Section 70.255 — Withdrawal of partner , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 70.075 — OR Code / Title 7 / Chapter 70 / Section 70.075
70.075 Formation of limited partnership
Status: in_force

(1) To form a limited partnership, a certificate of limited partnership must be executed and submitted for filing to the Office of Secretary of State. The certificate shall set forth the following:

(a) The name of the limited partnership.

(b) The address of the office required to be maintained under ORS 70.020 (Office in state) and the name and street address of the agent.

(c) A mailing address to which the Secretary of State may mail notices as required by this chapter.

(d) The name and the business address of each general partner.

(e) The latest date upon which the limited partnership is to dissolve.

(f) Any other matters the general partners decide to include in the certificate.

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

(2) A limited partnership is formed when the Secretary of State has filed the certificate or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. [1985 c.677 §9; 1987 c.543 §8; 1991 c.132 §8; 1995 c.215 §18]

Source: Section 70.075 — Formation of limited partnership; certificate of limited partnership; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.347 — OR Code / Title 7 / Chapter 60 / Section 60.347
60.347 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 by subsection (2) of this section, the waiver must be in writing, must 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 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 action taken at the meeting. [1987 c.52 §82]

Source: Section 60.347 — Waiver of notice , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.047 — OR Code / Title 7 / Chapter 63 / Section 63.047
63.047 Articles of organization
Status: in_force

(1) Articles of organization must set forth:

(a) The name of the limited liability company, which must satisfy the requirements of ORS 63.094 (Limited liability company name) ;

(b) The address, including street and number, and mailing address, if different, of the limited liability company’s initial registered office and the name of the initial registered agent at the office;

(c) A mailing address to which notices, as required by this chapter, may be mailed until the limited liability company designates an address in an annual report;

(d) If the limited liability company will be manager-managed, a statement that the limited liability company will be manager-managed or a statement that the limited liability company will be managed by a manager or managers;

(e) The name and address of each organizer;

(f) The latest date on which the limited liability company will dissolve or a statement that the limited liability company’s existence is perpetual;

(g) If a limited liability company will render professional service or services, as defined in ORS 58.015 (Definitions) , the professional service or services that the limited liability company will render;

(h) The initial physical street address, including the number and name of the street, and the mailing address, if different, of the limited liability company’s principal office; and

(i) The name and address of at least one individual who is a member or manager of the limited liability company or an authorized representative with direct knowledge of the operations and business activities of the limited liability company.

(2) The articles of organization may set forth any other provisions, not inconsistent with law, for regulating the internal affairs of the limited liability company, including any provision that is required or permitted to be included in any operating agreement of the limited liability company under this chapter.

(3) The articles of organization need not set forth any of the powers enumerated in this chapter. [1993 c.173 §15; 1997 c.774 §10; 1999 c.86 §3; 2001 c.315 §51; 2017 c.705 §20]

Source: Section 63.047 — Articles of organization , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).