ORS § 60.714 — OR Code / Title 7 / Chapter 60 / Section 60.714
60.714 Effect of authority
Status: in_force

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

(2) The filing by the Secretary of State of an application or amendment to the application for authority to transact business shall constitute authorization to transact business in this state, subject to the right of the Secretary of State to revoke the authorization.

(3) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state. [1987 c.52 §159]

Source: Section 60.714 — Effect of authority , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.315 — OR Code / Title 7 / Chapter 67 / Section 67.315
67.315 Settlement of accounts and contributions among partners
Status: in_force

(1) In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (2) of this section.

(2) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners’ accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner’s account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner’s account, but excluding from the calculation of such excess, charges attributable to an obligation for which the partner is not personally liable under ORS 67.105 (Partner’s liability) .

(3) If a partner fails to contribute the full amount the partner is personally obligated to contribute under subsection (2) of this section, all the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under ORS 67.105 (Partner’s liability) . A partner or partner’s legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner’s share of the partnership obligations for which the partner is personally liable under ORS 67.105 (Partner’s liability) .

(4) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement for which the partner is personally liable under ORS 67.105 (Partner’s liability) .

(5) The estate of a deceased partner is liable for the partner’s obligation to contribute to the partnership.

(6) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner’s obligation to contribute to the partnership. [1997 c.775 §39]

Source: Section 67.315 — Settlement of accounts and contributions among partners , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 63.245 — OR Code / Title 7 / Chapter 63 / Section 63.245
63.245 Admission of members
Status: in_force

(1) A person becomes a member of a limited liability company on the later of:

(a) The date the initial articles of organization are filed; or

(b) The date stated in the records of the limited liability company as the date the person becomes a member.

(2) After the filing of the limited liability company’s initial articles of organization, a person may be admitted as a member of the limited liability company upon compliance with the articles of organization or any operating agreement, or, if neither the articles of organization nor any operating agreement so provide:

(a) In the case of a person acquiring a membership interest directly from the limited liability company, upon the consent of a majority of the members;

(b) In the case of an assignee of a limited liability company membership interest not governed by paragraph (c) of this section, upon the consent of a majority of the members other than the assignor; or

(c) In the case of an assignee of a membership interest in a limited liability company in which, immediately following the assignment, the limited liability company otherwise would have no members, simultaneously with and upon the assignment of the membership interest. [1993 c.173 §49; 1995 c.93 §13; 1997 c.646 §4]

Source: Section 63.245 — Admission of members , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 56.140 — OR Code / Title 7 / Chapter 56 / Section 56.140
56.140 Fees
Status: in_force

(1) The Secretary of State shall collect a nonrefundable fee of $100 for each of the following documents delivered to the Secretary of State for filing:

(a) Articles of incorporation delivered for filing under ORS 58.085 (Who may incorporate) .

(b) Articles of incorporation delivered for filing under ORS 60.051 (Incorporation) .

(c) Articles of incorporation delivered for filing under ORS 62.511 (Incorporators) .

(d) Articles of organization delivered for filing under ORS 63.051 (Organization) .

(e) Applications for registration delivered for filing under ORS 67.603 (Application for registration) .

(f) Certificates of limited partnership delivered for filing under ORS 70.075 (Formation of limited partnership) .

(g) Trust documents delivered for filing under ORS 128.575 (Filing with Office of Secretary of State required) .

(h) Articles of incorporation delivered for filing under ORS 554.020 (Articles of incorporation) .

(2) The Secretary of State shall collect a nonrefundable fee of $100 for annual reports delivered for filing by an entity subject to a fee under subsection (1) of this section, and for any other related document that the entity may or must file with the Secretary of State.

(3) Intentionally left blank —Ed.

(a) Except as provided in paragraph (b) of this subsection, the Secretary of State shall collect a nonrefundable fee of $275 for each of the following documents delivered to the Secretary of State for filing:

(A) Applications for authority to transact business in this state delivered under ORS 58.134 (Application for authority to transact business) , 60.707 (Application for authority to transact business) , 63.707 (Application for authority to transact business) or 67.710 (Application for authority to transact business) .

(B) Applications for registration under ORS 70.355 (Registration of foreign limited partnership) .

(C) Annual reports delivered for filing by an entity subject to a fee under subparagraph (A) or (B) of this paragraph, and for any other related document that the entity may or must file with the Secretary of State.

(b) If an eligible Indian tribe, as defined in ORS 307.181 (Land acquired or owned by Indian tribe) (4)(a), owns, charters or registers an entity or otherwise authorizes an entity to conduct business and the entity files a document that is subject to a fee under paragraph (a) of this subsection, the Secretary of State shall collect a nonrefundable fee of $100 for filing the document if the entity accompanies the filing with a certificate showing that the eligible Indian tribe owned, chartered or registered the entity or otherwise authorized the entity to conduct business. The Secretary of State by rule may specify the type or form and format of the certificate that the Secretary of State will accept under this paragraph.

(4) For documents other than those specified in subsections (1), (2) and (3) of this section, except as provided in ORS 65.787 (Annual report) (6), the Secretary of State shall collect a nonrefundable fee of $50 for each document delivered for filing to the Secretary of State as part of the secretary’s business registry functions described in ORS 56.022 (Authority of Secretary of State to carry out business registry functions) .

(5) The Secretary of State by rule may establish fees, in addition to those provided for in subsections (1) to (4) of this section, for:

(a) Copying any public record maintained by the secretary and relating to the secretary’s business registry functions, and for certifying the copy; and

(b) Certifying to other facts of record, including certificates of existence, relating to the secretary’s business registry functions.

(6) The Secretary of State shall collect a nonrefundable fee of $20 each time process that is related to the Secretary of State’s business registry functions is served on the Secretary of State.

(7) The Secretary of State may waive collection of any fee, charge or interest or portion of a fee, charge or interest that the Secretary of State may collect as part of the secretary’s business registry functions.

(8) The Secretary of State by rule shall establish and collect reasonable fees for the following services relating to the secretary’s business registry functions:

(a) Computer generated lists on electronic data processing media.

(b) Terminal access to the files of the office.

(c) Microfilm records of the files of the office.

(d) Microfilm processing and development services.

(e) Copies of the programs and files on paper or electronic data processing media. [1987 c.58 §7; 1987 c.414 §135; 1999 c.652 §7; 2003 c.785 §6; 2009 c.122 §1; 2009 c.745 §11; 2019 c.62 §2]

Source: Section 56.140 — Fees; waiver; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 62.284 — OR Code / Title 7 / Chapter 62 / Section 62.284
62.284 Director conflict of interest
Status: in_force

(1) A conflict of interest transaction is a transaction with the cooperative, other than in the ordinary course of business for which the cooperative is organized, whether or not on a patronage basis, in which a director of the cooperative has a direct or indirect interest. A conflict of interest transaction is not voidable by the cooperative solely because of the director’s interest in the transaction if any one of the following is true:

(a) The material facts of the transaction and the director’s interest were disclosed or known to the board of directors or a committee of the board of directors, and the board of directors or committee authorized, approved or ratified the transaction;

(b) The material facts of the transaction and the director’s interest were disclosed or known to the members entitled to vote and they authorized, approved or ratified the transaction; or

(c) The transaction was fair to the cooperative.

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

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

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

(3) For purposes of subsection (1)(a) of this section, a conflict of interest transaction is authorized, approved or ratified if it receives the affirmative vote of a majority of the directors on the board of directors, or on the committee, who have no direct or indirect interest in the transaction. A transaction may not be authorized, approved or ratified under this section by a single director, unless only one director is authorized to serve pursuant to ORS 62.280 (Board of directors) . If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsection (1)(a) of this section if the transaction is otherwise authorized, approved or ratified as provided in subsection (1) of this section.

(4) For purposes of subsection (1)(b) of this section, a conflict of interest transaction is authorized, approved or ratified if it receives the vote of a majority of the member votes entitled to be counted under this subsection. Any director who is a member who has a direct or indirect interest in the transaction, and any votes by a member under the control of an entity described in subsection (2)(a) of this section may be counted in a vote of members to determine whether to authorize, approve or ratify a conflict of interest transaction under subsection (1)(b) of this section. A majority of the members, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section. [1995 c.195 §9]

Source: Section 62.284 — Director conflict of interest , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.317 — OR Code / Title 7 / Chapter 65 / Section 65.317
65.317 Staggered terms for directors
Status: in_force

A corporation’s articles of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform. [1989 c.1010 §75; 2019 c.174 §54]

Source: Section 65.317 — Staggered terms for directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.647 — OR Code / Title 7 / Chapter 63 / Section 63.647
63.647 Grounds for administrative dissolution
Status: in_force

The Secretary of State may commence a proceeding under ORS 63.651 (Procedure) to administratively dissolve a limited liability company if:

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

(2) The limited liability company does not deliver the limited liability company’s annual report to the Secretary of State when due;

(3) The limited liability company fails to comply with an order from the Secretary of State under ORS 63.032 (Investigations of violations of chapter) (1) or is the subject of a recommendation for dissolution from the Director of the Department of Revenue under ORS 63.032 (Investigations of violations of chapter) (3);

(4) The limited liability company is without a registered agent or registered office in this state;

(5) The limited liability company does not notify the Secretary of State that the limited liability company’s registered agent or registered office has changed, that the registered agent has resigned or that the registered office has been discontinued; or

(6) The limited liability company’s period of duration stated in the articles of organization expires. [1993 c.173 §62; 2017 c.705 §23]

Source: Section 63.647 — Grounds for administrative dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.032 — OR Code / Title 7 / Chapter 60 / Section 60.032
60.032 Investigations of violations of chapter
Status: in_force

(1) Intentionally left blank —Ed.

(a) The Secretary of State may investigate an alleged or potential violation of this chapter and, in the course of the investigation or in response to a request from a law enforcement agency, may order a corporation to:

(A) Prepare and submit to the Secretary of State within 30 days the list described in ORS 60.771 (Corporate records) (3); and

(B) Answer within 30 days any interrogatory that is related to an alleged or potential violation of this chapter that the Secretary of State submits to the corporation.

(b) Notwithstanding the provisions of ORS 192.311 (Definitions for ORS 192.311 to 192.478) to 192.478 (Exemption for Judicial Department) , the list described in paragraph (a)(A) of this subsection and information that the Secretary of State obtains from an interrogatory under paragraph (a)(B) of this subsection is not subject to public disclosure. The Secretary of State may provide a law enforcement agency with the list described in paragraph (a)(A) of this subsection and information the Secretary of State obtains from an interrogatory under paragraph (a)(B) of this subsection.

(2) Intentionally left blank —Ed.

(a) If a corporation fails to comply with an order from the Secretary of State under subsection (1) of this section, the Secretary of State may:

(A) Impose a civil penalty on the corporation in accordance with ORS 183.745 (Civil penalty procedures) ;

(B) Cancel or revoke an incorporation, or revoke a foreign corporation’s authorization to transact business in this state, after conducting a hearing under ORS 183.413 (Notice to parties before hearing of rights and procedure) to 183.470 (Orders in contested cases) ; or

(C) Administratively dissolve the corporation in accordance with ORS 60.651 (Procedure) .

(b) The Secretary of State shall provide in an order that imposes a civil penalty under paragraph (a)(A) of this subsection that the civil penalty is not due and payable until after the order becomes final following any appeal of the order or, if an appeal does not occur, after the order becomes final by operation of law.

(3) Intentionally left blank —Ed.

(a) The Director of the Department of Revenue may recommend to the Secretary of State that the Secretary of State administratively dissolve a corporation for a failure to comply with the tax laws of the state, but the director may not recommend administrative dissolution if the director has allowed an appeal of the corporation’s tax liability or another action of the Department of Revenue related to the corporation’s failure to comply with the tax laws of the state or if an appeal is pending. If the Secretary of State agrees with the director, the Secretary of State may dissolve the corporation under ORS 60.651 (Procedure) .

(b) The Secretary of State, in consultation with the department, may specify what constitutes a failure to comply with the tax laws of the state for the purposes set forth in paragraph (a) of this subsection.

(4) The Secretary of State may not reinstate a corporation that was administratively or judicially dissolved unless, as appropriate:

(a) The corporation complies with the Secretary of State’s order under subsection (1) of this section;

(b) A law enforcement agency that has completed an investigation of the corporation for which the Secretary of State canceled or revoked incorporation or revoked an authorization to transact business in this state recommends that the Secretary of State allow the incorporation or reinstatement;

(c) A court order compels a reinstatement; or

(d) The Department of Revenue recommends a reinstatement.

(5) A corporation may appeal in accordance with ORS 183.480 (Judicial review of agency orders) to 183.500 (Appeals) an order the Secretary of State issues or an action the Secretary of State takes under this section.

(6) The Secretary of State and the Director of the Department of Revenue may each adopt rules to implement the provisions of this section. [2017 c.705 §2]

Source: Section 60.032 — Investigations of violations of chapter; confidentiality; penalties; administrative dissolution; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 70.250 — OR Code / Title 7 / Chapter 70 / Section 70.250
70.250 Entitlement to distributions
Status: in_force

Except as provided in ORS 70.250 (Entitlement to distributions) to 70.275 (Liability of partner who receives return of contribution) , a partner is entitled to receive distributions from a limited partnership before the partner’s withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement. [1985 c.677 §32; 1987 c.543 §22]

Source: Section 70.250 — Entitlement to distributions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 70.045 — OR Code / Title 7 / Chapter 70 / Section 70.045
70.045 Effect of ORS 70.020 to 70.040
Status: in_force

Nothing contained in ORS 70.020 (Office in state) to 70.040 (When Secretary of State to serve as agent) :

(1) Limits or affects the jurisdiction of the courts of this state;

(2) Limits or affects the right to serve any process, notice or demand required or permitted by law to be served upon a limited partnership or the general partners thereof in any other manner now or hereafter permitted by law; or

(3) Enlarges the purposes for which service on the Secretary of State is permitted when the purposes are limited by any other provision of law. [1985 c.677 §5e]

Source: Section 70.045 — Effect of ORS 70.020 to 70.040 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 63.255 — OR Code / Title 7 / Chapter 63 / Section 63.255
63.255 Rights of assignee who becomes member
Status: in_force

(1) An assignee who becomes a member as to the assigned interest has the rights and powers, and is subject to the restrictions and liabilities, of a member under this chapter, the articles of organization and any operating agreement. An assignee who becomes a member also is liable for any obligations of the assignee’s assignor to make contributions under ORS 63.180 (Liability for contributions) . However, the assignee is not obligated merely by becoming a member for any other liabilities for which the assignor was liable that were unknown to the assignee at the time the assignee became a member and that could not be ascertained from the articles of organization.

(2) Whether or not an assignee of a membership interest becomes a member, the assignor is not released from the assignor’s liability to the limited liability company to make contributions under ORS 63.180 (Liability for contributions) . [1993 c.173 §51; 1995 c.93 §14; 1997 c.646 §6]

Source: Section 63.255 — Rights of assignee who becomes member , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.564 — OR Code / Title 7 / Chapter 60 / Section 60.564
60.564 Notice of intent to demand payment
Status: in_force

(1) If proposed corporate action creating dissenters’ rights under ORS 60.554 (Right to dissent) is submitted to a vote at a shareholders’ meeting, a shareholder who wishes to assert dissenters’ rights shall deliver to the corporation before the vote is taken written notice of the shareholder’s intent to demand payment for the shareholder’s shares if the proposed action is effectuated and shall not vote such shares in favor of the proposed action.

(2) A shareholder who does not satisfy the requirements of subsection (1) of this section is not entitled to payment for the shareholder’s shares under this chapter. [1987 c.52 §128]

Source: Section 60.564 — Notice of intent to demand payment , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.695 — OR Code / Title 7 / Chapter 62 / Section 62.695
62.695 Jurisdiction of court to dissolve cooperative and liquidate assets and business of cooperative
Status: in_force

(1) In addition to any other instances in which the law provides such power, a circuit court has full power to dissolve a cooperative and liquidate the assets and business thereof:

(a) In an action by a member or shareholder when it is established that:

(A) The members are deadlocked in voting power, and have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or

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

(b) In an action by a creditor:

(A) When the claim of the creditor has been reduced to judgment and an execution thereon returned unsatisfied and it is established that the cooperative is insolvent; or

(B) When the cooperative has admitted in writing that the claim of the creditor is due and owing and it is established that the cooperative is insolvent.

(c) Upon application by a cooperative which has commenced voluntary dissolution proceedings as provided in this chapter, to have its liquidation continued under the supervision of the court.

(d) When an action has been filed by the Attorney General to dissolve a cooperative and it is established that liquidation of its business and affairs should precede the entry of a judgment of dissolution.

(2) 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 this section 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.

(3) It is not necessary to make members or shareholders parties to any action or proceeding under this section unless relief is sought against them personally.

(4) A court in a proceeding brought to dissolve a cooperative 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 assets of the cooperative wherever located and carry on the business of the cooperative until a full hearing can be held. [1957 c.716 §57; 1965 c.631 §25; 1987 c.94 §93; 2003 c.576 §325]

Source: Section 62.695 — Jurisdiction of court to dissolve cooperative and liquidate assets and business of cooperative , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 67.230 — OR Code / Title 7 / Chapter 67 / Section 67.230
67.230 Effect of partner’s dissociation
Status: in_force

(1) If a partner’s dissociation results in a dissolution and winding up of the partnership business, ORS 67.290 (Events causing dissolution and winding up of partnership business) to 67.315 (Settlement of accounts and contributions among partners) apply. If a partner’s dissociation does not result in dissolution and winding up of the partnership business, ORS 67.250 (Purchase of dissociated partner’s interest) to 67.265 (Continued use of partnership name) apply.

(2) Upon a partner’s dissociation:

(a) The partner’s right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in ORS 67.300 (Right to wind up partnership business) ;

(b) The partner’s duty of loyalty under ORS 67.155 (General standards of partner’s conduct) (2)(c) terminates; and

(c) The partner’s duty of loyalty under ORS 67.155 (General standards of partner’s conduct) (2)(a) and (b) and duty of care under ORS 67.155 (General standards of partner’s conduct) (3) continue only with regard to matters arising and events occurring before the partner’s dissociation, unless the partner participates in winding up the partnership’s business pursuant to ORS 67.300 (Right to wind up partnership business) . [1997 c.775 §29]

(Partner’s Dissociation When Business Not Wound Up)

Source: Section 67.230 — Effect of partner’s dissociation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 56.185 — OR Code / Title 7 / Chapter 56 / Section 56.185
56.185 Oregon License Directory database
Status: in_force

(1) As used in this section:

(a) “Local agency” means every county, city, school district, municipal organization, district or political subdivision, or any board, commission or agency thereof, or any other local public agency.

(b) “Small business” means a prospective, new or established business with 100 or fewer employees that is or will be located in Oregon.

(c) “State agency” means every state office, department, division, bureau, board or commission or any other state agency.

(2) The Secretary of State shall maintain the Oregon License Directory as a searchable, statewide database containing information regarding licenses, permits and registrations for which fees and fee-related regulations are imposed on small businesses by local agencies and state agencies in Oregon. The Secretary of State shall make the Oregon License Directory available on the Internet to the public free of charge.

(3) All local agencies and state agencies that have functions related to the issuance of licenses, permits and registrations for which fees and fee-related regulations are imposed on small businesses must:

(a) Report information in a manner to be designated by the Secretary of State by rule for inclusion in the Oregon License Directory, including but not limited to information regarding the average time to process and issue licenses, permits and registrations for which fees are imposed on small businesses and the number of active licenses, permits and registrations; and

(b) Review and update the information required under paragraph (a) of this subsection on or before July 1, but not later than September 1, of each year.

(4) The Secretary of State may adopt rules necessary to implement the provisions of this section. [2013 c.580 §1]

Note: 56.185 (Oregon License Directory database) was enacted into law by the Legislative Assembly but was not added to or made a part of ORS chapter 56 or any series therein by legislative action. See Preface to Oregon Revised Statutes for further explanation.

Source: Section 56.185 — Oregon License Directory database; reports required; updates; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 60.434 — OR Code / Title 7 / Chapter 60 / Section 60.434
60.434 Amendment by board of directors
Status: in_force

Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without shareholder action to:

(1) Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(2) Delete the names and addresses of the initial directors;

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

(4) Delete the mailing address if an annual report has been filed with the office of the Secretary of State;

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

(6) In the case of a corporation registered as an open-end investment company under the Investment Company Act of 1940, as amended, increase or decrease the number of shares the corporation is authorized to issue; or

(7) Make any other change expressly permitted by this chapter to be made without shareholder action. [1987 c.52 §104; 1989 c.1040 §23; 1991 c.883 §8; 1997 c.249 §25]

Source: Section 60.434 — Amendment by board of directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 59.350 — OR Code / Title 7 / Chapter 59 / Section 59.350
59.350 Treatment of certain transactions
Status: in_force

For purposes of ORS 59.005 (Short title) to 59.505 (Provision of records to law enforcement and certain state agencies) , 59.710 (Definitions for ORS 59.710 to 59.830) to 59.830 (Self-incrimination by witness) , 59.991 (Criminal penalties for ORS 59.005 to 59.505, 59.710 to 59.830, 59.991 and 59.995) and 59.995 (Civil penalties for ORS 59.005 to 59.505, 59.710 to 59.830 and 59.991) :

(1) A transaction with spouses married to each other is treated as a transaction with one person. The securities may be held jointly or individually.

(2) A transaction with an entity is treated as a transaction with one person. However, if an entity is formed substantially for the purpose of acquiring the securities that are offered, each security holder shall be counted as a separate person. [1985 c.349 §11; 2015 c.629 §4]

Source: Section 59.350 — Treatment of certain transactions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.752 — OR Code / Title 7 / Chapter 60 / Section 60.752
60.752 Application of benefit company laws
Status: in_force

(1) Except as otherwise provided in ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) , ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) apply to:

(a) A corporation that states in the corporation’s articles of incorporation or articles of conversion that the corporation is subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) ;

(b) A limited liability company that states in the limited liability company’s articles of organization or articles of conversion that the limited liability company is subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) ; or

(c) A corporation or limited liability company that elects to become a benefit company under ORS 60.754 (Status as benefit company) .

(2) Intentionally left blank —Ed.

(a) Except as provided in paragraph (c) of this subsection, a benefit company that is a corporation incorporated under ORS chapter 60 is subject to ORS chapter 60 and to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) .

(b) Except as provided in paragraph (c) of this subsection, a benefit company that is a limited liability company organized under ORS chapter 63 is subject to ORS chapter 63 and to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) .

(c) To the extent that a provision of ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) conflicts with a provision of ORS chapter 60 or 63, a specific provision of ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) controls over a general provision of ORS chapter 60 or 63.

(3) ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) do not apply to a corporation that is not a benefit company or to a limited liability company that is not a benefit company. [2013 c.269 §2]

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

Source: Section 60.752 — Application of benefit company laws , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 59.545 — OR Code / Title 7 / Chapter 59 / Section 59.545
59.545 Registration in beneficiary form
Status: in_force

A security may be registered in beneficiary form if the form is authorized by this or a similar statute of the state of organization of the issuer or registering entity, the location of the registering entity’s principal office, the office of its transfer agent or its office making the registration, or by this or a similar statute of the law of the state listed as the owner’s address at the time of registration. A registration governed by the law of a jurisdiction in which this or similar legislation is not in force or was not in force when a registration in beneficiary form was made is nevertheless presumed to be valid and authorized as a matter of contract law. [1991 c.306 §3]

Source: Section 59.545 — Registration in beneficiary form; applicable law , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.784 — OR Code / Title 7 / Chapter 60 / Section 60.784
60.784 Reports to shareholders of indemnification
Status: in_force

If a corporation indemnifies or advances expenses to a director under ORS 60.391 (Authority to indemnify directors) , 60.394 (Mandatory indemnification) , 60.397 (Payment of director’s expenses in connection with proceeding) or 60.401 (Court-ordered indemnification) in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting. [1987 c.52 §173]

Source: Section 60.784 — Reports to shareholders of indemnification , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.734 — OR Code / Title 7 / Chapter 60 / Section 60.734
60.734 Withdrawal of foreign corporation
Status: in_force

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

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

(b) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;

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

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

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

(2) Upon filing by the Secretary of State of the application to withdraw, the authority of the foreign corporation to transact business in this state shall cease. [1987 c.52 §165]

Source: Section 60.734 — Withdrawal of foreign corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 58.300 — OR Code / Title 7 / Chapter 58 / Section 58.300
58.300 Redemption of shares
Status: in_force

A professional corporation may redeem shares of the corporation notwithstanding the provisions of ORS 60.181 (Distributions to shareholders) . [1993 c.235 §35]

Source: Section 58.300 — Redemption of shares , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 60.801 — OR Code / Title 7 / Chapter 60 / Section 60.801
60.801 Definitions for ORS 60.801 to 60.816
Status: in_force

As used in ORS 60.801 (Definitions for ORS 60.801 to 60.816) to 60.816 (Short title) :

(1) “Acquiring group” means two or more persons who agree to act together or enter into any arrangement or understanding for the purpose of voting or acquiring voting shares of an issuing public corporation, but does not include two or more persons whose sole agreement relates to the granting of an immediately revocable proxy.

(2) “Acquiring person” means a person who acquires or proposes to acquire ownership of, or the power to direct the voting of, voting shares of an issuing public corporation and includes all affiliates of such person.

(3) Intentionally left blank —Ed.

(a) “Affiliate” means a person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person. As used in this subsection, “control,” including the terms “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract or otherwise. A person who is the owner of 10 percent or more of a corporation’s outstanding voting shares shall be presumed to have control of the corporation in the absence of proof by a preponderance of the evidence to the contrary.

(b) Notwithstanding paragraph (a) of this subsection, a presumption of control shall not apply where a person holds voting shares in good faith and not for the purpose of circumventing ORS 60.801 (Definitions for ORS 60.801 to 60.816) to 60.816 (Short title) as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of the corporation.

(4) Intentionally left blank —Ed.

(a) “Control share acquisition” means the acquisition, directly or indirectly, by any acquiring person, including a member of an acquiring group, of ownership of, or the power to direct the voting of, voting shares of an issuing public corporation in a transaction that causes the total voting power of the acquiring person or any acquiring group of which the acquiring person is a member in the election of directors of the issuing public corporation to exceed one-fifth, one-third or one-half of the total voting power of all the voting shares.

(b) For purposes of this subsection, voting shares of an issuing public corporation acquired within 90 days of a control share acquisition by the acquiring person or members of the acquiring group making the control share acquisition shall be considered to have been acquired in the same control share acquisition.

(c) For purposes of this subsection, a person who acquires voting shares in the ordinary course of business for the benefit of others in good faith and not for the purpose of circumventing ORS 60.801 (Definitions for ORS 60.801 to 60.816) to 60.816 (Short title) has ownership and voting power only of voting shares in respect of which that person would be able to exercise or direct the exercise of votes without further instruction from others.

(d) For purposes of this subsection, if two or more persons enter into a binding agreement that is not immediately revocable with respect to the voting of their voting shares, in addition to those persons thereby becoming an acquiring group:

(A) Any single person who thereby obtains the right to determine how any other parties to the agreement must vote their shares shall be deemed to have acquired the power to direct the voting of the voting shares held by such other parties to the agreement; and

(B) Any group of persons who thereby obtain the right to determine how any parties to the agreement must vote their shares shall collectively be deemed to be a separate acquiring person who has acquired the power to direct the voting of all voting shares held by such parties to the agreement. The group of persons shall include all parties to the agreement if all parties share in the decision or if the agreement specifies how the shares must be voted.

(e) The acquisition of any voting shares of an issuing public corporation does not constitute a control share acquisition if the acquisition is consummated in any of the following circumstances:

(A) At a time when the corporation was not subject to ORS 60.801 (Definitions for ORS 60.801 to 60.816) to 60.816 (Short title) .

(B) Pursuant to a contract entered into at a time when the corporation was not subject to ORS 60.801 (Definitions for ORS 60.801 to 60.816) to 60.816 (Short title) .

(C) Pursuant to the laws of descent and distribution.

(D) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing ORS 60.801 (Definitions for ORS 60.801 to 60.816) to 60.816 (Short title) .

(E) In a transaction in which voting shares are acquired from the issuing public corporation.

(F) Pursuant to a merger or plan of share exchange effected in compliance with ORS 60.470 (Definitions for ORS 60.470 to 60.501) to 60.501 (Merger or share exchange with foreign corporation) , if the issuing public corporation is a party to the agreement of merger or plan of share exchange.

(G) Pursuant to a transfer of voting shares between or among affiliates or immediate family members unless the voting shares are control shares that have not had their voting rights restored under ORS 60.807 (Voting rights of control shares) .

(H) In a transaction in which voting power is acquired solely by receipt of an immediately revocable proxy or by any other agreement or understanding that is not binding on the person transferring such voting power.

(5) Intentionally left blank —Ed.

(a) “Control shares” means voting shares of an issuing public corporation that are acquired in a control share acquisition. “Control shares” does not include voting shares acquired in a control share acquisition that are subsequently transferred, or whose voting power is subsequently transferred, other than a transfer of voting power by termination of a binding voting agreement, to a person that is not an affiliate of the transferor or a member of an acquiring group of which the transferor is a member in a transaction that is not a control share acquisition. “Control shares” also does not include voting shares acquired in a control share acquisition whose voting power is subsequently transferred pursuant to the termination of a binding voting agreement if, assuming the parties to the agreement had never entered into the agreement but had been members of an acquiring group during the term of the agreement, the voting shares would not have been control shares.

(b) If an acquiring person or any member of an acquiring group transfers control shares in a transaction that causes the control shares to cease to be control shares without reducing the total voting power of the acquiring person or acquiring group to less than one-fifth of the total voting power of all the voting shares, and within 90 days before or after such transfer the transferor or any member of an acquiring group of which the transferor is a member acquires ownership of, or the power to direct the voting of, any voting shares, all such voting shares up to the number of voting shares having total voting power equal to the total voting power of the control shares transferred shall be considered control shares.

(6) “Immediate family member” means any grandparent, parent, brother, sister, child, grandchild or spouse of a person, or any other relative of the person or the person’s spouse who has the same home as the person.

(7) Intentionally left blank —Ed.

(a) “Interested shares” means voting shares of an issuing public corporation that any of the following persons have sole or shared power to vote, or direct the voting of, either directly or by proxy or voting agreement, at a meeting at which the voting rights of control shares are to be considered:

(A) The acquiring person or a member of the acquiring group whose voting rights are under consideration.

(B) Any officer of the issuing public corporation.

(C) Any employee of the issuing public corporation who is also a director of the corporation.

(b) For purposes of this subsection, a person shall not be deemed to have the power to vote, or direct the voting of, voting shares if the person’s power with respect to the shares arises solely from holding an immediately revocable proxy, unless the proxy is solicited in connection with an offer to purchase or solicitation of offers to sell voting shares which requires the granting of a proxy as a condition to the acceptance of a tender of voting shares from any shareholder.

(8) Intentionally left blank —Ed.

(a) “Issuing public corporation” means a corporation incorporated or existing pursuant to the provisions of this chapter that has:

(A) One hundred or more record or beneficial shareholders;

(B) Its principal place of business, its principal office or assets with a fair market value of not less than $1 million within this state; and

(C) Either:

(i) More than 10 percent of its record shareholders resident in this state;

(ii) More than 10 percent of its shares owned beneficially or of record by residents of this state; or

(iii) At least 10,000 of its record or beneficial shareholders resident in this state.

(b) The residence of a shareholder is presumed to be the address appearing in the records of the corporation.

(c) Shares held by banks, except as trustee or guardian, brokers or nominees shall be disregarded for purposes of calculating the percentages or numbers described in paragraph (a)(C) of this subsection.

(9) “Person” means any individual, corporation, partnership, unincorporated association or other entity.

(10) “Total voting power” of any person or any shares means the voting power such person or shares would have except for ORS 60.801 (Definitions for ORS 60.801 to 60.816) to 60.816 (Short title) .

(11) “Voting shares” means shares that have, or would have except for this Act, voting power in any vote for the election of directors and that belong to a class or series that, together with all other classes or series that vote with such class or series as a group with respect to the election of directors, elects at least a majority of the directors. [1989 c.4 §1; 1989 c.1040 §37; 1991 c.7 §1; 2003 c.80 §17a]

Note: 60.801 (Definitions for ORS 60.801 to 60.816) to 60.816 (Short title) were enacted into law by the Legislative Assembly but were not added to or made a part of ORS chapter 60 or any series therein by legislative action. See Preface to Oregon Revised Statutes for further explanation.

Source: Section 60.801 — Definitions for ORS 60.801 to 60.816 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.760 — OR Code / Title 7 / Chapter 60 / Section 60.760
60.760 Duties of, standard of conduct for and liabilities of governor of benefit company
Status: in_force

(1) A governor of a benefit company shall act in the best interests of the benefit company and shall discharge the governor’s duties as provided for a director of a corporation in ORS 60.357 (General standards for directors) , or as provided for a member or manager of a limited liability company under ORS 63.155 (Duties and standard of conduct) , as appropriate for the benefit company’s form of organization. In determining the best interests of the benefit company, the governor shall consider how an action of the governor or of the benefit company, or a decision not to act, will affect:

(a) The shareholders or members of the benefit company;

(b) The employees and work force of the benefit company and the employees and work force of the benefit company’s subsidiaries and suppliers;

(c) The benefit company’s subsidiaries and suppliers;

(d) The interests the benefit company’s customers have in receiving a portion of the general public benefit or specific public benefit that the benefit company provides;

(e) The communities that the benefit company’s activities affect including, but not limited to, the communities in which the benefit company is located, operates or has offices or other facilities and in which the benefit company’s subsidiaries and suppliers are located, operate or have offices or other facilities;

(f) The local and global environment;

(g) The short-term and long-term interests of the benefit company, including an interest in benefits that might accrue from the benefit company’s long-term plans and the possibility that the interests of the benefit company are best served by keeping the benefit company independent; and

(h) The benefit company’s ability to fulfill the benefit company’s general public benefit purpose and any specific public benefit identified in the benefit company’s articles of incorporation or articles of organization.

(2) A governor of a benefit company may consider how an action of the governor or of the benefit company, or decision not to act, will affect other interests the governor deems pertinent.

(3) A governor of a benefit company need not give a particular interest identified in subsection (1) or (2) of this section priority over another interest identified in subsection (1) or (2) of this section unless the benefit company’s articles of incorporation or articles of organization identify an interest to which the governor must give priority.

(4) A governor’s consideration under this section of the effects of an action, or a decision not to act, is in accordance with ORS 60.357 (General standards for directors) or 63.155 (Duties and standard of conduct) as ORS 60.357 (General standards for directors) or 63.155 (Duties and standard of conduct) applies to the governor.

(5) Intentionally left blank —Ed.

(a) A governor of a benefit company is not personally liable for money damages as a consequence of taking an action or deciding not to act if the governor discharged the governor’s duties in accordance with this section and with ORS 60.357 (General standards for directors) or 63.155 (Duties and standard of conduct) , as appropriate for the benefit company’s form of organization.

(b) A governor of a benefit company is not personally liable for money damages for the benefit company’s failure to provide a general public benefit or a specific public benefit.

(c) A governor of a benefit company does not have a duty to a person as a consequence of the person’s status as a beneficiary of the general public benefit or a specific public benefit that the benefit company provides. [2013 c.269 §6]

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

Source: Section 60.760 — Duties of, standard of conduct for and liabilities of governor of benefit company , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.257 — OR Code / Title 7 / Chapter 60 / Section 60.257
60.257 Voting agreements
Status: in_force

(1) Two or more persons may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not a voting trust subject to the provisions of ORS 60.254 (Voting trusts) .

(2) A voting agreement created under this section is specifically enforceable. [1987 c.52 §66]

Source: Section 60.257 — Voting agreements , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.032 — OR Code / Title 7 / Chapter 63 / Section 63.032
63.032 Investigations of violations of chapter
Status: in_force

(1) Intentionally left blank —Ed.

(a) The Secretary of State may investigate an alleged or potential violation of this chapter and, in the course of the investigation or in response to a request from a law enforcement agency, may order a limited liability company to:

(A) Prepare and submit to the Secretary of State within 30 days the list described in ORS 63.771 (Limited liability company records) (1)(a); and

(B) Answer within 30 days any interrogatory that is related to an alleged or potential violation of this chapter that the Secretary of State submits to the limited liability company.

(b) Notwithstanding the provisions of ORS 192.311 (Definitions for ORS 192.311 to 192.478) to 192.478 (Exemption for Judicial Department) , the list described in paragraph (a)(A) of this subsection and information that the Secretary of State obtains from an interrogatory under paragraph (a)(B) of this subsection is not subject to public disclosure. The Secretary of State may provide a law enforcement agency with the list described in paragraph (a)(A) of this subsection and information the Secretary of State obtains from an interrogatory under paragraph (a)(B) of this subsection.

(2) Intentionally left blank —Ed.

(a) If a limited liability company fails to comply with an order from the Secretary of State under subsection (1) of this section, the Secretary of State may:

(A) Impose a civil penalty on the limited liability company in accordance with ORS 183.745 (Civil penalty procedures) ;

(B) Cancel or revoke an organization, or revoke a foreign limited liability company’s authorization to transact business in this state, after conducting a hearing under ORS 183.413 (Notice to parties before hearing of rights and procedure) to 183.470 (Orders in contested cases) ; or

(C) Administratively dissolve the limited liability company in accordance with ORS 63.651 (Procedure) .

(b) The Secretary of State shall provide in an order that imposes a civil penalty under paragraph (a)(A) of this subsection that the civil penalty is not due and payable until after the order becomes final following any appeal of the order or, if an appeal does not occur, after the order becomes final by operation of law.

(3) Intentionally left blank —Ed.

(a) The Director of the Department of Revenue may recommend to the Secretary of State that the Secretary of State administratively dissolve a limited liability company for a failure to comply with the tax laws of the state, but the director may not recommend administrative dissolution if the director has allowed an appeal of the limited liability company’s tax liability or another action of the Department of Revenue related to the limited liability company’s failure to comply with the tax laws of the state or if an appeal is pending. If the Secretary of State agrees with the director, the Secretary of State may dissolve the limited liability company under ORS 63.651 (Procedure) .

(b) The Secretary of State, in consultation with the department, may specify what constitutes a failure to comply with the tax laws of the state for the purposes set forth in paragraph (a) of this subsection.

(4) The Secretary of State may not reinstate a limited liability company that was administratively or judicially dissolved unless, as appropriate:

(a) The limited liability company complies with the Secretary of State’s order under subsection (1) of this section;

(b) A law enforcement agency that has completed an investigation of the limited liability company for which the Secretary of State canceled or revoked organization or revoked an authorization to transact business in this state recommends that the Secretary of State allow the organization or reinstatement;

(c) A court order compels a reinstatement; or

(d) The Department of Revenue recommends a reinstatement.

(5) A limited liability company may appeal in accordance with ORS 183.480 (Judicial review of agency orders) to 183.500 (Appeals) an order the Secretary of State issues or an action the Secretary of State takes under this section.

(6) The Secretary of State and the Director of the Department of Revenue may each adopt rules to implement the provisions of this section. [2017 c.705 §5]

Source: Section 63.032 — Investigations of violations of chapter; confidentiality; penalties; administrative dissolution; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.744 — OR Code / Title 7 / Chapter 65 / Section 65.744
65.744 Appeal from administrative revocation
Status: in_force

In addition to any other legal remedy which may be available, a foreign corporation 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. Such revocation shall be reviewable pursuant to ORS 183.484 (Jurisdiction for review of orders other than contested cases) and shall not constitute a contested case order. [1989 c.1010 §160]

Source: Section 65.744 — Appeal from administrative revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.365 — OR Code / Title 7 / Chapter 67 / Section 67.365
67.365 Effect of merger
Status: in_force

(1) When a merger involving a partnership takes effect:

(a) Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every other party ceases;

(b) The title to all real estate and other property owned by each of the business entities that were parties to the merger is vested in the surviving business entity without reversion or impairment;

(c) All obligations of each of the business entities that were parties to the merger, including, without limitation, contractual, tort, statutory and administrative obligations, are obligations of the surviving business entity;

(d) An action or proceeding pending against each of the business entities or its owners that were parties to the merger may be continued as if the merger had not occurred, or the surviving business entity may be substituted as a party to the action or proceeding;

(e) If a partnership is the surviving business entity, its partnership agreement is amended to the extent provided in the plan of merger;

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

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

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

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

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

(i) If prior to merger an owner of a business entity was a partner of a partnership or general partner of a limited partnership or a foreign limited partnership, and was personally liable for the business entity’s obligations, and after merger is an owner normally protected from personal liability, then such owner shall continue to be personally liable for the business entity’s obligations incurred during the 12 months following merger, 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 merger.

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

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

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

(3) The registration of an assumed business name of a business entity under ORS chapter 648 shall not be affected by the merger. [1997 c.775 §45; 1999 c.362 §49]

Source: Section 67.365 — Effect of merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.251 — OR Code / Title 7 / Chapter 60 / Section 60.251
60.251 Voting for directors
Status: in_force

(1) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

(2) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.

(3) A statement included in the articles of incorporation that “all shareholders are entitled to cumulate their votes for directors,” “a designated voting group of shareholders are entitled to cumulate their votes for director” or words of similar import means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates. [1987 c.52 §64; 1993 c.403 §3]

Source: Section 60.251 — Voting for directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.464 — OR Code / Title 7 / Chapter 62 / Section 62.464
62.464 Authority to indemnify director
Status: in_force

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

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

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

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

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

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

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

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

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

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

(6) Intentionally left blank —Ed.

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

(b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a cooperative may eliminate or impair a director’s right to indemnification if at the time the act or omission occurred the cooperative’s articles of incorporation or bylaws explicitly authorized the cooperative to eliminate or impair the right after an act or omission occurs.

(7) If a cooperative indemnifies or advances expenses to a director under this section or ORS 62.466 (Mandatory indemnification of director) , 62.468 (Advance for expenses) or 62.472 (Court-ordered indemnification) in connection with a proceeding by or in the right of the cooperative, the cooperative shall report the indemnification or advance in writing to the members with or before the notice of the next membership meeting. [1995 c.195 §16; 2011 c.227 §3]

Source: Section 62.464 — Authority to indemnify director; report to members , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 59.045 — OR Code / Title 7 / Chapter 59 / Section 59.045
59.045 Authority of director to deny, withdraw or condition exemptions
Status: in_force

(1) The Director of the Department of Consumer and Business Services may by rule or order, as to any security or any type of security transaction:

(a) Deny, withdraw or condition the exemptions allowed by ORS 59.025 (Securities exempt from registration) and 59.035 (Transactions exempt from registration) if, in the director’s opinion, the further sale of the security in this state would work a fraud or imposition upon the purchaser.

(b) Waive the conditions of ORS 59.035 (Transactions exempt from registration) (3)(b) and (12)(a)(B).

(c) Provide which exemptions may or may not be used in connection with other exemptions or provide procedures for determining which offerings are or are not integrated with other offerings within the same or other exemptions.

(2) The director may by order withdraw, condition or deny the use of any exemption by a person if the director has reason to believe that the person has engaged in or is about to engage in an act or practice constituting a violation of the Oregon Securities Law or that the use of any exemption by that person would work a fraud or imposition on purchasers.

(3) No person shall be liable under the Oregon Securities Law by reason of the withdrawal of an exemption under this section if that person sustains the burden of proof that that person did not know, and in the exercise of reasonable care could not have known of the withdrawal. [1967 c.537 §6; 1973 c.366 §3; 1985 c.349 §4]

Source: Section 59.045 — Authority of director to deny, withdraw or condition exemptions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.034 — OR Code / Title 7 / Chapter 60 / Section 60.034
60.034 Notice
Status: in_force

(1) Notice under this chapter must be written unless oral notice is reasonable in the circumstances in which the notice is given.

(2) Intentionally left blank —Ed.

(a) A notice or other communication may be given or sent by any method of delivery, except that an electronic transmission must use a method of delivery that complies with subsection (4) of this section.

(b) If delivery in accordance with paragraph (a) of this subsection is impracticable, a notice or other communication may be published in a newspaper of general circulation in the area where the newspaper is published, or by radio, television or another form of public broadcast communication.

(3) A notice or other communication to a domestic corporation or a foreign corporation that is authorized to transact business in this state may be delivered to the domestic or foreign corporation’s registered agent at the registered agent’s registered office or delivered to the domestic or foreign corporation or the domestic or foreign corporation’s president or secretary at the domestic or foreign corporation’s principal office or mailing address as shown in the Secretary of State’s records.

(4) Intentionally left blank —Ed.

(a) Except as provided in paragraph (b) of this subsection, a notice or communication, including a notice of a meeting of a domestic corporation’s board of directors or shareholders or a director’s or shareholder’s written consent, may be delivered by electronic transmission.

(b) A notice or communication may not be delivered by electronic transmission if:

(A) The articles of incorporation or bylaws of a domestic corporation prohibit delivery by electronic consent;

(B) The intended recipient of the notice or communication delivers an electronic notice revocation at least 30 days before the notice or communication is sent; or

(C) The notice or communication is related to a revocation of dissolution under ORS 60.634 (Revocation of dissolution) .

(c) A notice or communication delivered by electronic transmission need not be in a form that a recipient may retain, retrieve and reproduce in tangible form by means of an automated process that is used in conventional commercial practice if the recipient can retrieve the notice or communication in a perceivable form and the recipient agrees to a form of electronic transmission that does not permit retention, retrieval and reproduction in tangible form.

(5) Intentionally left blank —Ed.

(a) A person who delivered an electronic notice revocation may rescind the electronic notice revocation by notifying the recipient of the electronic notice revocation of the person’s intent to rescind.

(b) A person has constructively delivered an electronic notice revocation if an electronic transmission of a notice or communication intended for the person fails after two successive delivery attempts and an individual with responsibility for delivering notices or communications from the corporation has actual knowledge of the failure.

(c) A corporation that continues to deliver notices or communications by electronic transmission after an individual with responsibility for delivering the notices or communications received an electronic notice revocation or has actual knowledge of the failure described in paragraph (b) of this subsection does not by that continuation invalidate a meeting or action.

(d) If an electronic transmission of a notice or communication fails as provided in paragraph (b) of this subsection, the corporation that sent the notice or communication shall promptly use a method other than electronic transmission to deliver the notice or communication. A corporation’s failure to use a method of delivery other than electronic transmission does not by that failure invalidate a meeting or action.

(6) Intentionally left blank —Ed.

(a) Unless a domestic corporation’s articles of incorporation or bylaws provide otherwise or unless a person who sends a notice or communication and the intended recipient of the notice or communication agree otherwise, the recipient receives the notice or communication by electronic transmission:

(A) When the notice or communication enters an information processing system that the recipient uses to receive or has designated for receiving notices or communications from the person by electronic transmission;

(B) If the recipient can retrieve the notice or communication;

(C) If the notice or communication is in a form that the information processing system can process; and

(D) Even if the recipient or an employee or agent of the recipient is not aware of the electronic transmission.

(b) An acknowledgment of an electronic transmission from an information processing system establishes that the information processing system received the electronic transmission but does not alone establish that the content of the electronic transmission that was sent corresponds to the content of the electronic transmission that the information processing system received.

(7) Intentionally left blank —Ed.

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

(b) Unless a domestic or foreign corporation’s articles of incorporation or bylaws provide otherwise or unless a person who sends a notice or communication and the intended recipient of the notice or communication agree otherwise, the notice or communication is delivered and effective on the earliest of the following dates or times:

(A) On the date and at the time the recipient actually receives a tangible copy of the notice or communication, or on the date and at the time the person that sends the notice or communication, or an agent of the person, leaves a tangible copy of the notice or communication at:

(i) A shareholder’s address, as shown in the record described in ORS 60.771 (Corporate records) (3);

(ii) A director’s residence address or business address, as shown in the list described in ORS 60.771 (Corporate records) (5)(f); or

(iii) The domestic or foreign corporation’s principal place of business;

(B) On the day the person that sends the notice or communication, or an agent of the person, deposits the notice or communication in the United States mail, if the notice or communication is postage prepaid and correctly addressed to a shareholder;

(C) Five days after the person that sends the notice or communication, or an agent of the person, deposits the notice or communication in the United States mail, if the notice or communication is postage prepaid and correctly addressed to a recipient who is not a shareholder, except that if a person sends a notice or communication by registered or certified mail, return receipt requested, the notice or communication is delivered and effective on the date on which the recipient actually received the notice or communication or on the date shown on the return receipt signed by the recipient or an agent of the recipient;

(D) As provided in subsection (6)(a)(A) of this section, if a person sends the notice or communication by electronic transmission; or

(E) On the date and at the time a person delivers the notice or communication to the recipient orally.

(8) If this chapter requires a notice or communication in particular circumstances, the requirements in this chapter govern. If articles of incorporation or bylaws prescribe requirements for notices or communications that are consistent with this section or other provisions of this chapter, the requirements in the articles of incorporation or bylaws govern. [1987 c.52 §14; 1989 c.1040 §6; 2003 c.80 §2; 2017 c.55 §4]

Source: Section 60.034 — Notice , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.131 — OR Code / Title 7 / Chapter 62 / Section 62.131
62.131 Cooperative name
Status: reserved

(1) The name of a cooperative shall be written in the English language and may include Arabic and Roman numerals and incidental punctuation.

(2) The name of a cooperative shall be distinguishable upon the records of the Office of Secretary of State from any other corporate name, professional corporate name, nonprofit corporate name, cooperative name, limited partnership name, reserved name, registered corporate name or assumed business name of active record with the Office of Secretary of State.

(3) The name of a cooperative need not satisfy the requirement of subsection (2) of this section if the applicant delivers to the Office of Secretary of State a certified copy of a final judgment of a court of competent jurisdiction that finds that the applicant has a prior or concurrent right to use the cooperative name in this state.

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

(5) The provisions of this section do not:

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

(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.94 §84]

Source: Section 62.131 — Cooperative name , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.664 — OR Code / Title 7 / Chapter 65 / Section 65.664
65.664 Procedure for judicial dissolution
Status: in_force

(1) Venue for a proceeding by the Attorney General to dissolve a corporation lies in Marion County, in Multnomah County or in the county where a corporation’s principal office is located or, if the principal office is not in this state, where the corporation’s registered office is or was last located. A party named in ORS 65.661 (Grounds for judicial dissolution) , other than the Attorney General, must bring a proceeding to dissolve a corporation in the county where the corporation’s principal office is located or, if the principal office is not in this state, in the county where the corporation’s registered office is or was last located.

(2) Directors or members are not necessary parties to a proceeding to dissolve a corporation unless relief is sought against a director or member 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 activities of the corporation until a full hearing can be held.

(4) A person other than the Attorney General who brings a judicial dissolution proceeding for a public benefit corporation or religious corporation shall give immediate written notice of the proceeding to the Attorney General, who may intervene. [1989 c.1010 §143; 2019 c.174 §96]

Source: Section 65.664 — Procedure for judicial dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.101 — OR Code / Title 7 / Chapter 65 / Section 65.101
65.101 Registered name
Status: reserved

(1) A foreign corporation may apply to the Secretary of State to register the foreign corporation’s corporate name.

(2) The application must set forth the corporate name, the state or country of incorporation, the date of incorporation, a brief description of the nature of the activities in which the foreign corporation is engaged and a statement that the foreign corporation is not carrying on or doing business in this state. The application must be accompanied by a certificate of existence or a document of similar import current within 60 days of delivery, duly authenticated by the official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated.

(3) If the Secretary of State finds that the name conforms to ORS 65.094 (Corporate name) , the Secretary of State shall register the name effective for one year.

(4) A foreign corporation whose registration is effective may renew the name for successive years by delivering to the Secretary of State for filing a renewal application that complies with the requirements of this section before the lapse of the previous registration. Filing of the renewal application renews the registration for an additional year from the date on which the registration previously expired.

(5) A foreign corporation whose registration is effective may thereafter qualify to do business in this state as a foreign corporation under that name or transfer the registered name to another applicant for the name by the procedures provided in ORS 65.097 (Reserved name) (3) with respect to reserved names. Filing of such a consent terminates the prior registration and operates as a reservation in the name of the transferee, if the transferee does not simultaneously file under that name. [1989 c.1010 §34; 2019 c.174 §25]

Source: Section 65.101 — Registered name , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.161 — OR Code / Title 7 / Chapter 60 / Section 60.161
60.161 Form and content of certificates
Status: in_force

(1) Shares may be but are not required to be represented by certificates. Unless this chapter or another statute expressly provides otherwise, shareholder rights and obligations are identical whether or not shares are represented by certificates.

(2) At a minimum, each share certificate must state on the certificate’s face:

(a) The name of the issuing corporation and that the corporation is organized under the law of this state;

(b) The name of the person to whom the share is issued; and

(c) The number and class of shares and the designation of the series, if any, the certificate represents.

(3) If the issuing corporation issues different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class, the variations in rights, preferences and limitations determined for each series and the authority of the board of directors to determine variations for future series must be summarized on the front or back of each certificate, or each certificate may state conspicuously on the front or back that the corporation will furnish the shareholder with this information on request in writing and without charge.

(4) Each share certificate must be signed by two officers designated in the bylaws or by the board of directors. Each certificate may bear the corporate seal or a facsimile of the corporate seal.

(5) If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid. [1987 c.52 §42; 2017 c.55 §8]

Source: Section 60.161 — Form and content of certificates , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.800 — OR Code / Title 7 / Chapter 65 / Section 65.800
65.800 Definitions for ORS 65.803 to 65.815
Status: in_force

For purposes of ORS 65.803 (Hospitals operated by nonprofit corporation) to 65.815 (Rules) :

(1) “Hospital” means a hospital as defined in ORS 442.015 (Definitions) .

(2) “Noncharitable entity” means any person or entity that is not a public benefit or religious corporation and is not wholly owned or controlled by one or more public benefit or religious corporations. [1997 c.291 §2; 2001 c.104 §20; 2009 c.595 §56; 2009 c.792 §29]

Source: Section 65.800 — Definitions for ORS 65.803 to 65.815 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.171 — OR Code / Title 7 / Chapter 60 / Section 60.171
60.171 Expense of issue
Status: in_force

A corporation may pay the expenses of selling or underwriting its shares and organizing or reorganizing the corporation from the consideration received for shares. [1987 c.52 §45]

Source: Section 60.171 — Expense of issue , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.381 — OR Code / Title 7 / Chapter 60 / Section 60.381
60.381 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 60.034 (Notice) unless the notice specifies a later effective time. If a resignation is made effective at a later time and the corporation accepts the future effective time, the corporation’s board of directors or the appointing officer may fill the pending vacancy before the effective time if the board of directors or the appointing officer provides that the successor does not take office until the effective time.

(2) An officer may be removed at any time with or without cause by:

(a) The board of directors;

(b) The appointing officer, unless otherwise provided by the bylaws or the board of directors; or

(c) Any other officer if authorized by the bylaws or the board of directors.

(3) Once delivered, a notice of resignation is irrevocable unless the board of directors permits the revocation.

(4) As used in this section, “appointing officer” means the officer or any successor to the officer who appointed the officer that is resigning or being removed. [1987 c.52 §92; 1993 c.403 §6; 2003 c.80 §13; 2017 c.55 §13]

Source: Section 60.381 — Resignation and removal of officers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.114 — OR Code / Title 7 / Chapter 63 / Section 63.114
63.114 Change of registered office or registered agent
Status: in_force

(1) A limited liability company may change its registered office or registered agent by delivering to the office of the Secretary of State for filing a statement of change that sets forth:

(a) The name of the limited liability company;

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

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

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

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

(3) The filing of the statement by the Secretary of State shall terminate the existing registered office or agent, or both, on the effective date of the filing and establish the newly appointed registered office or agent, or both, as that of the limited liability company. [1993 c.173 §25]

Source: Section 63.114 — Change of registered office or registered agent , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.281 — OR Code / Title 7 / Chapter 65 / Section 65.281
65.281 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) Order the corporation to conduct a meeting of members for the purposes specified in ORS 65.266 (Ratification by board of directors) (3) and 65.269 (Quorum) ; or

(D) Modify or waive any of the provisions specified in ORS 65.266 (Ratification by board of directors) or 65.269 (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 member of the corporation; and

(D) 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, a member of the corporation includes a person that was a member 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 65.269 (Quorum) or 65.272 (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 the defective corporate action is 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 §18]

Source: Section 65.281 — Judicial review of corporate action; persons permitted to seek review , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.457 — OR Code / Title 7 / Chapter 65 / Section 65.457
65.457 Effect of amendment and restatement
Status: in_force

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which such property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporation’s name does not abate a proceeding brought by or against the corporation in its former name. [1989 c.1010 §114]

Source: Section 65.457 — Effect of amendment and restatement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.680 — OR Code / Title 7 / Chapter 62 / Section 62.680
62.680 Articles of dissolution
Status: in_force

(1) If voluntary dissolution proceedings have not been revoked, articles of dissolution may be filed when all debts, liabilities and obligations of the cooperative have been paid and discharged or adequate provision has been made therefor, or all of the assets of the cooperative have been distributed to its creditors for application to the outstanding debts, obligations and liabilities of the cooperative to the fullest extent possible, and all of the remaining property and assets of the cooperative, if any, have been distributed to the persons entitled thereto. Articles of dissolution shall set forth:

(a) The name of the cooperative.

(b) The date dissolution was authorized.

(c) The number of member votes for and against the resolution.

(d) If shareholders were authorized to vote on the resolution, the total number of authorized shareholder votes, the numbers of such votes cast for and against the resolution and the number of such votes required by the articles for adoption thereof.

(2) A cooperative is dissolved upon the effective date of its articles of dissolution. [1957 c.716 §54; 1965 c.631 §24; 1981 c.633 §65; 1985 c.728 §72; 1987 c.94 §90; 1995 c.195 §34]

Source: Section 62.680 — Articles of dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 70.035 — OR Code / Title 7 / Chapter 70 / Section 70.035
70.035 Scope of agency of registered agent
Status: in_force

The registered agent of a domestic or foreign limited partnership shall be an agent of that domestic or foreign limited partnership and the general partners thereof. Any process, notice or demand that arises out of a conduct of the affairs of the domestic or foreign limited partnership and that is required or permitted by law to be served upon the domestic or foreign limited partnership or any general partner thereof may be served upon the registered agent. [1985 c.677 §5c; 1987 c.543 §5]

Source: Section 70.035 — Scope of agency of registered agent , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.840 — OR Code / Title 7 / Chapter 60 / Section 60.840
60.840 Exceptions to ORS 60.835
Status: in_force

(1) ORS 60.835 (Prohibited business combinations) shall not apply if:

(a) The corporation’s original articles of incorporation contain a provision expressly electing not to be governed by ORS 60.825 (Definitions for ORS 60.825 to 60.845) to 60.845 (Greater vote of shareholders prohibited) ;

(b) The corporation, by action of its board of directors, adopts an amendment to its bylaws within 90 days after April 4, 1991, expressly electing not to be governed by ORS 60.825 (Definitions for ORS 60.825 to 60.845) to 60.845 (Greater vote of shareholders prohibited) . The amendment shall not be further amended by the board of directors;

(c) The corporation, by action of its shareholders, adopts an amendment to its articles of incorporation or bylaws expressly electing not to be governed by ORS 60.825 (Definitions for ORS 60.825 to 60.845) to 60.845 (Greater vote of shareholders prohibited) , provided that, in addition to any other vote required by law, the amendment to the articles of incorporation or bylaws must be approved by the affirmative vote of a majority of the shares entitled to vote. An amendment adopted pursuant to this paragraph shall not be effective until 12 months after the adoption of the amendment and shall not apply to any business combination between the corporation and any person who became an interested shareholder of the corporation on or prior to the adoption of the amendment. A bylaw amendment adopted pursuant to this paragraph shall not be further amended by the board of directors;

(d) The corporation does not have a class of voting stock that is:

(A) Listed on a national securities exchange;

(B) Authorized for quotation on an interdealer quotation system of a registered national securities association; or

(C) Held of record by more than 2,000 shareholders; or

(e) A shareholder becomes an interested shareholder inadvertently and:

(A) As soon as practicable divests sufficient shares so that the shareholder ceases to be an interested shareholder; and

(B) Would not, at any time within the three-year period immediately prior to a business combination between the corporation and the shareholder, have been an interested shareholder, but for the inadvertent acquisition.

(2) Subsection (1)(d) of this section does not apply if anything described in subsection (1)(d) of this section results from action taken, directly or indirectly, by an interested shareholder or from a transaction in which a person becomes an interested shareholder.

(3) Notwithstanding subsection (1) of this section, a corporation may elect by a provision of its original articles of incorporation or any amendment thereto to be governed by ORS 60.825 (Definitions for ORS 60.825 to 60.845) to 60.845 (Greater vote of shareholders prohibited) , except that any amendment to the articles of incorporation shall not apply to restrict a business combination between the corporation and an interested shareholder of the corporation if the interested shareholder became an interested shareholder prior to April 4, 1991. [1991 c.40 §5]

Source: Section 60.840 — Exceptions to ORS 60.835 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.215 — OR Code / Title 7 / Chapter 62 / Section 62.215
62.215 Limitation of liability of members and shareholders
Status: in_force

Except for debts lawfully contracted between a member or shareholder and the cooperative, no member or shareholder is liable for the acts or debts of the cooperative to an amount exceeding the sum remaining unpaid on the subscription of the member or shareholder for shares of the cooperative, and the sum remaining unpaid on such member’s membership fee if such fee is required by the cooperative. [1957 c.716 §17; 1995 c.195 §4]

Source: Section 62.215 — Limitation of liability of members and shareholders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.744 — OR Code / Title 7 / Chapter 60 / Section 60.744
60.744 Appeal from revocation
Status: in_force

In addition to any other legal remedy which may be available, a foreign corporation 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. [1987 c.52 §168]

Source: Section 60.744 — Appeal from revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.220 — OR Code / Title 7 / Chapter 67 / Section 67.220
67.220 Events causing partner’s dissociation
Status: in_force

A partner is dissociated from a partnership upon the occurrence of any of the following events:

(1) The partnership’s having notice of the partner’s express will to withdraw as a partner or on a later date specified by the partner;

(2) An event agreed to in the partnership agreement as causing the partner’s dissociation;

(3) The partner’s expulsion pursuant to the partnership agreement;

(4) The partner’s expulsion by the unanimous vote of the other partners if:

(a) It is unlawful to carry on the partnership business with that partner;

(b) There has been a transfer of all or substantially all of that partner’s transferable interest in the partnership, other than a transfer for security purposes that has not been foreclosed or a court order charging the partner’s interest that has not been foreclosed;

(c) Within 90 days after the partnership notifies a corporation that is a partner that it will be expelled because it has filed articles of dissolution or the equivalent, has been administratively dissolved or has had its right to conduct business suspended by the jurisdiction of its incorporation, there is no revocation of the articles of dissolution or the administrative dissolution or no reinstatement of its right to conduct business;

(d) Within 90 days after the partnership notifies a limited liability company that is a partner that it will be expelled because it has filed articles of dissolution or the equivalent, has been administratively dissolved or has had its right to conduct business suspended by the jurisdiction of its organization, there is no revocation of the articles of dissolution or the administrative dissolution or no reinstatement of its right to conduct business;

(e) Within 90 days after the partnership notifies a limited partnership that is a partner that it will be expelled because it has filed a certificate of cancellation or the equivalent, has been administratively inactivated or has had its right to conduct business suspended by the jurisdiction of its organization, there is no revocation of the certificate of cancellation or the administrative inactivation or no reinstatement of its right to conduct business; or

(f) A partnership that is a partner has been dissolved and its business is being wound up;

(5) On application by the partnership or another partner, the partner’s expulsion by judicial determination because:

(a) The partner engaged in wrongful conduct that adversely and materially affected the partnership business;

(b) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under ORS 67.155 (General standards of partner’s conduct) ; or

(c) The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;

(6) The partner is:

(a) Becoming a debtor in bankruptcy;

(b) Executing an assignment for the benefit of creditors;

(c) Seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of that partner or of all or substantially all of that partner’s property; or

(d) Failing, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver or liquidator of the partner or of all or substantially all of the partner’s property obtained without the partner’s consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;

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

(a) The partner’s death;

(b) The appointment of a guardian or general conservator for the partner; or

(c) A judicial determination that the partner has otherwise become incapable of performing the partner’s duties under the partnership agreement;

(8) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee;

(9) In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or

(10) Termination of the existence of a partner who is not an individual, partnership, limited partnership, limited liability company, corporation, trust or estate. [1997 c.775 §27]

Source: Section 67.220 — Events causing partner’s dissociation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.645 — OR Code / Title 7 / Chapter 60 / Section 60.645
60.645 Enforcement of claims against dissolved corporation
Status: in_force

A claim against a dissolved corporation that is not barred under ORS 60.641 (Known claims against dissolved corporation) or 60.644 (Unknown claims against dissolved corporation) may be enforced:

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

(2) If the assets have been distributed in liquidation, against the shareholder of the dissolved corporation to the extent of the shareholder’s pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less. A shareholder’s total liability for all claims under this section may not exceed the total value of assets distributed to the shareholder, as of the date or dates of distribution, less any liability of the corporation paid on behalf of the corporation by that shareholder after the date of the distribution. [1991 c.883 §16; 2021 c.221 §2]

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

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

(2) The amendments to ORS 60.644 (Unknown claims against dissolved corporation) , 60.645 (Enforcement of claims against dissolved corporation) , 63.644 (Unknown claims against dissolved limited liability company) and 63.645 (Enforcement of claims against dissolved limited liability company) by sections 1 to 4 of this 2021 Act revive and allow claims that might have become barred by the time limitations set forth in chapter 361, General Laws of Oregon 1917, in chapter 340, General Laws of Oregon 1927, in chapter 40, Oregon Laws 1937, in chapter 404, Oregon Laws 1939, in section 11, chapter 462, Oregon Laws 1941, in section 1, chapter 134, Oregon Laws 1947, or in ORS 57.630 (1985 Replacement Part), 60.644 (Unknown claims against dissolved corporation) (3) or 63.644 (Unknown claims against dissolved limited liability company) (3). [2021 c.221 §5]

Source: Section 60.645 — Enforcement of claims against dissolved corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.144 — OR Code / Title 7 / Chapter 65 / Section 65.144
65.144 Rights and obligations of members
Status: in_force

(1) Unless a corporation’s articles of incorporation or bylaws provide otherwise, members of the corporation have the same rights and obligations. The articles of incorporation or bylaws may establish classes of membership with different rights or obligations. Rights that members have, unless the corporation’s articles of incorporation or bylaws provide otherwise, include rights to:

(a) Elect directors, as provided in ORS 65.311 (Election, designation and appointment of directors) ;

(b) Remove directors, as provided in ORS 65.324 (Removal of directors elected by members or directors) ;

(c) Vote on any change to the number of directors, including a change to a fixed number of directors, a change to a variable range in the number of possible directors or a change from a fixed number of directors to a variable range in the number of possible directors, as provided in ORS 65.307 (Number of directors) ;

(d) Vote to sell, transfer, lease, exchange, option, convey or otherwise dispose of the corporation’s assets or to merge the corporation’s assets with the assets of another entity, as provided in ORS 65.803 (Hospitals operated by nonprofit corporation) ;

(e) Vote to dissolve the corporation, as provided in ORS 65.624 (Dissolution by directors, members and third persons) ; and

(f) Approve a conflict of interest transaction, as provided in ORS 65.361 (Director conflict of interest) , if the member is a voting member of a mutual benefit corporation.

(2) Notwithstanding a provision in a corporation’s articles of incorporation or bylaws, a member has a right to:

(a) Vote on an action or an amendment to the articles of incorporation if the action or amendment would reduce or eliminate the member’s right to vote; and

(b) Inspect and copy the corporation’s records, as provided in ORS 65.774 (Inspection of records by members) . [1989 c.1010 §42; 2019 c.174 §31]

Source: Section 65.144 — Rights and obligations of members , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 70.540 — OR Code / Title 7 / Chapter 70 / Section 70.540
70.540 Effect of merger
Status: in_force

(1) When a merger involving a limited partnership takes effect:

(a) Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every other party ceases;

(b) The title to all real estate and other property owned by each of the business entities that were parties to the merger is vested in the surviving business entity without reversion or impairment;

(c) All obligations of each of the business entities that were parties to the merger, including, without limitation, contractual, tort, statutory and administrative obligations, are obligations of the surviving business entity;

(d) An action or proceeding pending against each of the business entities or its owners that were parties to the merger may be continued as if the merger had not occurred, or the surviving business entity may be substituted as a party to the action or proceeding;

(e) If a limited partnership is the surviving business entity, its certificate of limited partnership is amended to the extent provided in the plan of merger;

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

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

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

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

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

(i) If prior to merger an owner of a business entity was a general partner of a limited partnership or a foreign limited partnership, and after merger is an owner normally protected from personal liability, then such owner shall continue to be personally liable for the business entity’s obligations incurred during the 12 months following merger, 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 merger; and

(j) The registration of an assumed business name of a business entity under ORS chapter 648 shall continue as the assumed business name of the surviving business entity.

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

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

(b) In the case of owners of business entities other than limited partnerships, the rights provided in the statutes applicable to the business entity prior to merger, 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 §64]

Source: Section 70.540 — Effect of merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 59.335 — OR Code / Title 7 / Chapter 59 / Section 59.335
59.335 Application of certain sections
Status: in_force

(1) ORS 59.055 (Conditions of offer and sale of securities) , 59.115 (Liability in connection with sale or successful solicitation of sale of securities) , 59.125 (Effect of notice of offer to repay purchaser) , 59.145 (Effect of notice filing, registration or license) and 59.165 (Licensing of broker-dealers, investment advisers and salespersons required) (1) apply to persons who sell or offer to sell when:

(a) An offer to sell is made in this state; or

(b) An offer to buy is made and accepted in this state.

(2) ORS 59.145 (Effect of notice filing, registration or license) and 59.165 (Licensing of broker-dealers, investment advisers and salespersons required) (1) apply to persons who buy or offer to buy when:

(a) An offer to buy is made in this state; or

(b) An offer to sell is made and accepted in this state.

(3) ORS 59.135 (Fraud and deceit with respect to securities or securities business) , 59.145 (Effect of notice filing, registration or license) and 59.165 (Licensing of broker-dealers, investment advisers and salespersons required) , insofar as federal covered investment advisers or state investment advisers are concerned, apply when an act instrumental in effecting prohibited conduct is done in this state, whether or not either party is then present in this state. [1967 c.537 §31(1), (2), (6); 1987 c.603 §29; 1997 c.772 §27; 2003 c.631 §6; 2005 c.22 §39]

Source: Section 59.335 — Application of certain sections , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 65.711 — OR Code / Title 7 / Chapter 65 / Section 65.711
65.711 Amendment to application for authority
Status: in_force

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

(a) The foreign corporation’s corporate name as shown on the Secretary of State’s records;

(b) The period of the foreign corporation’s duration; or

(c) The foreign corporation’s designation under ORS 65.707 (Application for authority to transact business) as a public benefit corporation, mutual benefit corporation or religious corporation.

(2) The amendment to the application for authority to transact business in this state must set forth the corporate name shown on the Secretary of State’s records and the new corporate name, the new period of duration or the new designation as a public benefit corporation, mutual benefit corporation or religious corporation. The corporate name as changed must satisfy the requirements of ORS 65.717 (Corporate name of foreign corporation) . [1989 c.1010 §150; 1993 c.190 §7; 2019 c.174 §100]

Source: Section 65.711 — Amendment to application for authority , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.464 — OR Code / Title 7 / Chapter 65 / Section 65.464
65.464 Amendment by directors and members
Status: repealed

Except as provided in ORS 65.241 (Quorum requirements) and 65.244 (Voting requirements) :

(1) A corporation’s board of directors may amend or repeal the corporation’s bylaws unless:

(a) The articles of incorporation or this chapter reserve the power to amend or repeal exclusively to the members, or to a party authorized under ORS 65.467 (Approval by third persons) , or both, in whole or in part; or

(b) The members entitled to vote on bylaws, in amending or repealing a particular bylaw, provide expressly that the board of directors may not amend or repeal that bylaw.

(2) A corporation’s members entitled to vote on bylaws, subject to ORS 65.467 (Approval by third persons) , may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by the corporation’s board of directors. [1989 c.1010 §116; 2019 c.174 §80]

Source: Section 65.464 — Amendment by directors and members , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.407 — OR Code / Title 7 / Chapter 60 / Section 60.407
60.407 Indemnification of officers, employees and agents
Status: in_force

Unless a corporation’s articles of incorporation provide otherwise:

(1) An officer of the corporation is entitled to mandatory indemnification under ORS 60.394 (Mandatory indemnification) , and is entitled to apply for court-ordered indemnification under ORS 60.401 (Court-ordered indemnification) , in each case to the same extent as a director under ORS 60.394 (Mandatory indemnification) and 60.401 (Court-ordered indemnification) .

(2) The corporation may indemnify and advance expenses under ORS 60.387 (Definitions for ORS 60.387 to 60.414) to 60.411 (Insurance) to an officer, employee or agent of the corporation to the same extent as to a director. [1987 c.52 §100]

Source: Section 60.407 — Indemnification of officers, employees and agents , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.205 — OR Code / Title 7 / Chapter 65 / Section 65.205
65.205 Participation in meeting by remote communication
Status: in_force

(1) Intentionally left blank —Ed.

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

(b) Before a board of directors may authorize members to participate in a membership meeting by remote communication, the corporation shall implement measures to:

(A) Verify that a person that is participating in the membership meeting by remote communication is a member; and

(B) Ensure that a member may participate by remote communication in an effective manner.

(c) The corporation shall maintain a record of the vote or other action of a member that participates in a membership meeting by remote communication.

(2) A notice of a membership meeting at which the board authorizes participation by remote communication shall state that the board authorizes participation by remote communication and shall describe how a member may notify the corporation that the member intends to participate in the membership meeting by remote communication. [2013 c.274 §16]

Note: 65.205 (Participation in meeting by remote communication) was added to and made a part of ORS chapter 65 by legislative action but was not added to any smaller series therein. See Preface to Oregon Revised Statutes for further explanation.

Source: Section 65.205 — Participation in meeting by remote communication , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.990 — OR Code / Title 7 / Chapter 63 / Section 63.990
63.990 Penalty for signing false document
Status: in_force

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

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

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

(2) Signing a false document for filing is a Class A misdemeanor. [1993 c.173 §102; 2013 c.158 §26]

Source: Section 63.990 — Penalty for signing false document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 58.205 — OR Code / Title 7 / Chapter 58 / Section 58.205
58.205 Corporation prohibited from doing acts prohibited to professional licensee
Status: in_force

No domestic or foreign professional corporation may do any act which is prohibited to a person licensed to render the professional service or services for which the corporation is organized. [1969 c.592 §16; 1987 c.94 §24; 1993 c.235 §13]

Source: Section 58.205 — Corporation prohibited from doing acts prohibited to professional licensee , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 59.555 — OR Code / Title 7 / Chapter 59 / Section 59.555
59.555 Form of registration in beneficiary form
Status: in_force

Registration in beneficiary form may be shown by the words “transfer on death” or the abbreviation “TOD,” or by the words “pay on death” or the abbreviation “POD,” after the name of the registered owner and before the name of a beneficiary. [1991 c.306 §5]

Source: Section 59.555 — Form of registration in beneficiary form , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 65.371 — OR Code / Title 7 / Chapter 65 / Section 65.371
65.371 Required officers
Status: in_force

(1) A corporation must have a president, a secretary, a treasurer and such other officers as are elected or appointed by the board of directors or by any other person as the articles of incorporation or bylaws may authorize, provided that the articles of incorporation or bylaws may designate other titles in lieu of president, secretary and treasurer.

(2) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the board of directors’ meetings and membership meetings and for authenticating records of the corporation.

(3) Intentionally left blank —Ed.

(a) Except as provided in paragraph (b) of this subsection, the same individual may simultaneously hold more than one office in a corporation and an officer may be, but need not be, a member of the board of directors.

(b) The same individual may not serve simultaneously as the president, secretary and treasurer of a public benefit corporation. [1989 c.1010 §93; 1991 c.231 §7; 2019 c.174 §69]

Source: Section 65.371 — Required officers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.401 — OR Code / Title 7 / Chapter 65 / Section 65.401
65.401 Court-ordered indemnification
Status: in_force

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

(1) The director is entitled to mandatory indemnification under ORS 65.394 (Mandatory indemnification) , in which case the court shall also order the corporation to pay the director’s reasonable expenses incurred to obtain court-ordered indemnification; or

(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in ORS 65.391 (Authority to indemnify) (1) or was adjudged liable as described in ORS 65.391 (Authority to indemnify) (4), whether the liability is based on a judgment, settlement or proposed settlement or otherwise. [1989 c.1010 §102]

Source: Section 65.401 — Court-ordered indemnification , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.130 — OR Code / Title 7 / Chapter 63 / Section 63.130
63.130 Rights of members and managers
Status: in_force

"On remand from the Oregon Supreme Court, the appeals court held that the imposition of liability on the two LLC members was supported by substantial evidence because the authority to control a landfill can be inferred from Oregon’s default LLC rule…" Bibliographic info

(1) In a member-managed limited liability company, unless otherwise provided in the articles of organization or any operating agreement:

(a) Each member has equal rights in the management and conduct of the limited liability company’s business; and

(b) Except as otherwise provided in subsection (3) of this section, any matter relating to the business of the limited liability company may be decided by a majority of the members.

(2) In a manager-managed limited liability company, unless otherwise provided in the articles of organization or any operating agreement:

(a) Each manager has equal rights in the management and conduct of the limited liability company’s business;

(b) Except as otherwise provided in subsections (3) and (4) of this section, any matter relating to the business of the limited liability company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and

(c) A manager:

(A) Must be designated, appointed, elected, removed or replaced by a vote, approval or consent of a majority of the members; and

(B) Holds office until a successor has been elected and qualified, unless the manager sooner resigns or is removed.

(3) Unless otherwise provided in the articles of organization or any operating agreement, the following matters of a member-managed or a manager-managed limited liability company require the consent of all of the members:

(a) The amendment of the operating agreement or the articles of organization under ORS 63.444 (Amendment by members) ;

(b) The compromise, as among the members, of an obligation to make a contribution under ORS 63.180 (Liability for contributions) (4) or to return money or other property paid or distributed in violation of any provision of this chapter; and

(c) The consent to dissolve the limited liability company under ORS 63.621 (Dissolution) (3).

(4) Unless otherwise provided in the articles of organization or any operating agreement, the following matters of a member-managed or a manager-managed limited liability company require the consent of a majority of the members:

(a) The making of interim distributions under ORS 63.200 (Right to interim distributions) , including the redemption of an interest;

(b) The admission of a new member;

(c) The use of the limited liability company’s property to redeem an interest subject to a charging order;

(d) The sale, lease, exchange, mortgage, pledge or other transfer or disposition of all, or substantially all, of the limited liability company’s property, with or without goodwill;

(e) The merger of the limited liability company with any other entity;

(f) The conversion of the limited liability company into any other type of entity;

(g) The incurring of indebtedness by the limited liability company other than in the ordinary course of the business of the limited liability company;

(h) A transaction involving an actual or a potential conflict of interest between a member or a manager and the limited liability company;

(i) A change in the nature of the limited liability company’s business; and

(j) Any other matter specified in the articles of organization or any operating agreement as requiring member approval if no number or percentage of members is otherwise stated.

(5) Unless otherwise provided in the articles of organization or any operating agreement, action requiring the consent of members or managers under this chapter may be taken without a meeting.

(6) Unless otherwise provided in the articles of organization or any operating agreement, a member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member’s or manager’s attorney-in-fact.

(7) Unless the context clearly requires otherwise, references in this chapter to managers apply both to managers of a manager-managed limited liability company and to members of a member-managed limited liability company. [1993 c.173 §28; 1999 c.86 §4]

Source: Section 63.130 — Rights of members and managers; matters requiring consent of all or majority of members , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 70.090 — OR Code / Title 7 / Chapter 70 / Section 70.090
70.090 Execution of certificate
Status: in_force

(1) Each certificate required by ORS 70.075 (Formation of limited partnership) to 70.115 (Duty of general partners to deliver copy of certificate to each limited partner) to be filed by the Secretary of State shall be executed in the following manner:

(a) An original certificate of limited partnership must be signed by all general partners named therein.

(b) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner.

(c) A certificate of cancellation must be signed by all general partners.

(2) Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.

(3) The execution of a certificate by a general partner constitutes an affirmation under the applicable penalties of false swearing or perjury that the facts stated therein are true. [1985 c.677 §12; 1987 c.543 §10]

Source: Section 70.090 — Execution of certificate , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 65.451 — OR Code / Title 7 / Chapter 65 / Section 65.451
65.451 Restated articles of incorporation
Status: in_force

(1) A corporation’s board of directors may restate the corporation’s articles of incorporation at any time with or without approval by the members entitled to vote on articles of incorporation or any other person.

(2) The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members entitled to vote on articles of incorporation or any other person, the restatement must be adopted as provided in ORS 65.437 (Amendment by board of directors and members) .

(3) If the board seeks to have the restatement approved by the members entitled to vote on articles of incorporation at a membership meeting, the corporation shall give to the members entitled to vote on articles of incorporation written notice of the proposed membership meeting in accordance with ORS 65.214 (Notice of meeting) . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change the restatement would make in the articles of incorporation.

(4) If the board of directors seeks to have the restatement approved by the members entitled to vote on articles of incorporation by written ballot or written consent, the material soliciting the approval must contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change the restatement would make in the articles of incorporation.

(5) A restatement requiring approval by the members entitled to vote on articles of incorporation must be approved by the same vote as an amendment to articles of incorporation under ORS 65.437 (Amendment by board of directors and members) .

(6) A corporation restating the corporation’s articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:

(a) Whether the restatement contains an amendment to the articles of incorporation requiring approval by the members entitled to vote on articles of incorporation or any other person other than the board of directors and, if the restatement does not, that the board of directors adopted the restatement, or if the restatement contains an amendment to the articles of incorporation requiring approval by the members entitled to vote on articles of incorporation, the information required by ORS 65.447 (Articles of amendment) ; and

(b) If the restatement contains an amendment to the articles of incorporation requiring approval by a person whose approval is required pursuant to ORS 65.467 (Approval by third persons) , a statement that such approval was obtained.

(7) Restated articles of incorporation must include all statements required to be included in original articles of incorporation except that a statement is not required to be made with respect to:

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

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

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

(9) The Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect without including the certificate information required by subsection (6) of this section. [1989 c.1010 §112; 2005 c.22 §47; 2019 c.174 §77]

Source: Section 65.451 — Restated articles of incorporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.447 — OR Code / Title 7 / Chapter 65 / Section 65.447
65.447 Articles of amendment
Status: in_force

A corporation amending the corporation’s articles of incorporation shall deliver for filing to the Secretary of State articles of amendment setting forth:

(1) The name of the corporation.

(2) The text of each amendment adopted.

(3) The date of each amendment’s adoption.

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

(5) If approval by members entitled to vote on articles of incorporation 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 the amendment; and

(b) The total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment.

(6) If approval of the amendment by some person or persons other than the members entitled to vote on articles of incorporation, the board of directors or the incorporators is required pursuant to ORS 65.467 (Approval by third persons) , a statement that the approval was obtained. [1989 c.1010 §111; 2019 c.174 §76]

Source: Section 65.447 — Articles of amendment , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 63.704 — OR Code / Title 7 / Chapter 63 / Section 63.704
63.704 Consequences of transacting business without authority
Status: in_force

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

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

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

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

(5) Notwithstanding subsections (1) and (2) of this section, the failure of a foreign limited liability company to obtain authority to transact business in this state does not impair the validity of its acts or prevent it from defending any proceeding in this state.

(6) A member of a foreign limited liability company is not liable for the debts and obligations of the foreign limited liability company solely by reason of the foreign limited liability company’s having transacted business in this state without authority. [1993 c.173 §76]

Source: Section 63.704 — Consequences of transacting business without authority , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 62.760 — OR Code / Title 7 / Chapter 62 / Section 62.760
62.760 Registration of name of foreign cooperative
Status: in_force

Any foreign cooperative may register its corporate name under ORS 60.101 (Registered name) . [1957 c.716 §70; 1987 c.94 §97]

Source: Section 62.760 — Registration of name of foreign cooperative , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.474 — OR Code / Title 7 / Chapter 60 / Section 60.474
60.474 Action on plan of conversion
Status: in_force

(1) A plan of conversion shall be approved as follows:

(a) In the case of a corporation, in the manner provided in ORS 60.487 (Action on plan of merger or share exchange) for mergers; and

(b) In the case of a business entity other than a corporation, 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 corporation, in the manner provided in ORS 60.487 (Action on plan of merger or share exchange) (9); and

(b) By a business entity that planned to convert to a corporation, 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 §8]

Source: Section 60.474 — Action on plan of conversion , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.157 — OR Code / Title 7 / Chapter 65 / Section 65.157
65.157 Creditor’s action against member
Status: in_force

(1) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation arising from membership unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless obtaining such judgment and execution would be useless.

(2) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor’s proceeding brought under subsection (1) of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation arising from membership may be joined in such proceeding. [1989 c.1010 §46]

Source: Section 65.157 — Creditor’s action against member , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 70.110 — OR Code / Title 7 / Chapter 70 / Section 70.110
70.110 Filing as notice of limited partnership
Status: in_force

The fact that a certificate of limited partnership is on file in the Office of Secretary of State is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact. [1985 c.677 §16; 1987 c.543 §13]

Source: Section 70.110 — Filing as notice of limited partnership , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 62.768 — OR Code / Title 7 / Chapter 62 / Section 62.768
62.768 Election to be governed as employee cooperative
Status: in_force

(1) Any corporation organized under this chapter may elect to be governed as an employee cooperative under the provisions of ORS 62.765 (Definitions for ORS 62.765 to 62.792) to 62.792 (Short title) , by so stating in its articles of incorporation or amendments thereto filed in accordance with this chapter.

(2) A corporation so electing shall be governed by all provisions of this chapter, except as otherwise provided in ORS 62.765 (Definitions for ORS 62.765 to 62.792) to 62.792 (Short title) .

(3) An employee cooperative may include the word “cooperative” or “co-op” in its corporate name. [1987 c.677 §§13,15]

Source: Section 62.768 — Election to be governed as employee cooperative; corporate name , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 62.462 — OR Code / Title 7 / Chapter 62 / Section 62.462
62.462 Definitions for ORS 62.462 to 62.482
Status: in_force

As used in ORS 62.462 (Definitions for ORS 62.462 to 62.482) to 62.482 (Application of ORS 62.462 to 62.482) :

(1) “Cooperative” includes any domestic or foreign predecessor entity of a cooperative in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

(2) “Director” means an individual who is or was a director of a cooperative or an individual who, while a director of a cooperative, is or was serving at the cooperative’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic cooperative, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A director is considered to be serving an employee benefit plan at the cooperative’s request if the director’s duties to the cooperative also impose duties on or otherwise involve services by the director to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires otherwise, the estate or personal representative of a director.

(3) “Expenses” includes counsel fees.

(4) “Liability” means the obligation to pay a judgment, settlement, penalty or fine, including an excise tax assessed with respect to an employee benefit plan or reasonable expenses incurred with respect to a proceeding.

(5) “Officer” means an individual who is or was an officer of a cooperative or an individual who, while an officer of a cooperative, is or was serving at the cooperative’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic cooperative, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. An officer is considered to be serving an employee benefit plan at the cooperative’s request if the officer’s duties to the cooperative also impose duties on or include services by the officer to the employee benefit plan or to participants in or beneficiaries of the plan. “Officer” includes, unless the context requires otherwise, the estate or personal representative of an officer.

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

(7) “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal. [1995 c.195 §15]

Source: Section 62.462 — Definitions for ORS 62.462 to 62.482 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 62.789 — OR Code / Title 7 / Chapter 62 / Section 62.789
62.789 Procedure for revocation of election
Status: in_force

(1) When any employee cooperative revokes its election in accordance with ORS 62.771 (Revocation of election to be governed as employee cooperative) , the amendment to the articles of incorporation shall provide for conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent with this chapter.

(2) An employee cooperative which has not revoked its election under ORS 62.765 (Definitions for ORS 62.765 to 62.792) to 62.792 (Short title) may not merge with another corporation other than an employee cooperative. Two or more employee cooperatives may merge in accordance with this chapter. [1987 c.677 §21; 1995 c.195 §43]

Source: Section 62.789 — Procedure for revocation of election; limits on merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.209 — OR Code / Title 7 / Chapter 60 / Section 60.209
60.209 Meeting chairperson
Status: in_force

(1) At each meeting of shareholders, a chairperson shall preside. The chairperson shall be appointed as provided in the bylaws or, in the absence of such provision, by the board.

(2) Unless the articles of incorporation or bylaws provide otherwise, the chairperson shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.

(3) Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.

(4) The chairperson of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be considered to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes, or any revocations or changes thereto, may be accepted. [2003 c.80 §5]

Source: Section 60.209 — Meeting chairperson; closing of polls , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.061 — OR Code / Title 7 / Chapter 65 / Section 65.061
65.061 Bylaws
Status: in_force

(1) The incorporators or board of directors of a corporation, whichever completes the organization of the corporation at the corporation’s organizational meeting, shall adopt initial bylaws for the corporation.

(2) The bylaws may contain any provision for managing and regulating the affairs of the corporation that is consistent with law and the articles of incorporation.

(3) Except with respect to a corporation’s articles of incorporation, provisions in the bylaws control provisions in any other document for managing or regulating the affairs of the corporation. If a provision in the bylaws is inconsistent with a provision in the articles of incorporation, the provision in the articles of incorporation controls. [1989 c.1010 §25; 2019 c.174 §20]

Source: Section 65.061 — Bylaws , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.560 — OR Code / Title 7 / Chapter 62 / Section 62.560
62.560 Shareholder voting on amendments to articles
Status: in_force

(1) If a proposed amendment to articles would affect a shareholder, such shareholder, whether or not permitted to vote by the articles, is entitled to cast one vote on the amendment regardless of the dollar amount of stock or number of affected classes of stock held by the shareholder; except that the articles may permit such affected shareholder to cast one vote for each share of stock the shareholder holds other than membership stock. A member holding stock affected by a proposed amendment may vote both as a member and as an affected shareholder.

(2) If any shareholder is entitled to vote on a proposed amendment, the meeting at which that proposed amendment is to be voted upon shall be a joint meeting of members and affected shareholders, and notice of that meeting together with a copy of the proposed amendment or a summary of the changes to be effected thereby shall be given to each such shareholder of record entitled to vote thereon within the time and in the manner provided in ORS 62.255 (Meetings of members) for the giving of notice of meetings of members. The proposed amendment is adopted only if it receives the affirmative vote of a majority of the votes of the affected shareholders entitled to vote thereon.

(3) For the purpose of this section, a shareholder is affected as to any class of stock owned by the shareholder only if an amendment would expressly:

(a) Decrease the dividends to which that class may be entitled or change the method by which the dividend rate on that class is fixed.

(b) Restrict rights to transfer that class.

(c) Give to another existing or any new class of stock or equity interest not previously entitled thereto any preference as to dividends or upon dissolution which is the same or higher than preferences of that class.

(d) Change the par value of shares of that class or of any other class having the same or higher preferences as to dividends or upon dissolution.

(e) Increase the number of authorized shares of any class having a higher preference as to dividends or upon dissolution.

(f) Require or permit an exchange of shares of any class with lower preferences as to dividends or upon dissolution for shares of that class or any other class with the same or higher preferences. [1957 c.716 §39]

Source: Section 62.560 — Shareholder voting on amendments to articles , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 67.195 — OR Code / Title 7 / Chapter 67 / Section 67.195
67.195 Partner’s transferable interest in partnership
Status: in_force

The only transferable interest of a partner in the partnership is the partner’s share of the profits and losses of the partnership and the partner’s right to receive distributions. The interest is personal property. [1997 c.775 §24]

Source: Section 67.195 — Partner’s transferable interest in partnership , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 58.387 — OR Code / Title 7 / Chapter 58 / Section 58.387
58.387 Disposition of shares of deceased shareholder
Status: in_force

(1) A professional corporation organized for the purpose of practicing medicine and its shareholders may provide for the disposition of a deceased shareholder’s shares in the articles of incorporation, in the bylaws, by agreement between the corporation and its shareholders or by agreement among the shareholders. If there is no such provision, the shares shall first be offered for sale to the remaining shareholders of the corporation by the personal representative of the deceased shareholder’s estate or the affiant as defined in ORS 114.505 (Definitions for ORS 114.505 to 114.560) . If the shares are not disposed of within six months after the date of the death of the deceased shareholder, a special meeting of the shareholders shall be called, at which meeting it shall be decided by vote of the remaining shareholders whether the corporation shall redeem the shares or whether the corporation shall be voluntarily dissolved. The meeting shall be held within seven months after the date of the death of the deceased shareholder. The action determined to be taken by the shareholders shall be completed within nine months after the date of death of the deceased shareholder. At the special meeting, the shares of the deceased shareholder may not be voted or counted in the determination of whether the shares shall be redeemed or whether the corporation shall be voluntarily dissolved.

(2) If a deceased shareholder of a professional corporation organized for the purpose of practicing medicine was the only shareholder of the corporation at the time of death, the corporation shall cease to practice medicine as of the date of death of the deceased shareholder unless the corporation has retained the services of another physician licensed in this state to practice medicine. Within six months after the date of death of the deceased shareholder:

(a) The shares of the deceased shareholder shall be sold to a physician or physicians who are licensed in this state to practice medicine;

(b) The name of the corporation shall be changed and restated articles adopted, which shall be filed with the Secretary of State in accordance with ORS chapter 60; or

(c) The corporation shall be dissolved. [1997 c.774 §23; 2019 c.165 §31]

Source: Section 58.387 — Disposition of shares of deceased shareholder , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 56.060 — OR Code / Title 7 / Chapter 56 / Section 56.060
56.060 Records of Secretary of State
Status: in_force

The Secretary of State shall keep, as records of office, books showing all acts, matters and things done by the Secretary of State in performing the business registry functions and duties of the Office of Secretary of State. [Amended by 1983 c.740 §6; 1985 c.728 §§2,2a; 1987 c.158 §9; 1987 c.414 §58]

Source: Section 56.060 — Records of Secretary of State , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 67.160 — OR Code / Title 7 / Chapter 67 / Section 67.160
67.160 Actions by partnership and partners
Status: in_force

(1) A partner is liable to a partnership and the other partners for a breach of the partnership agreement or for a violation of a duty to the partnership or the other partners under this chapter.

(2) A partnership may maintain an action against a partner for a breach of the partnership agreement or for the violation of a duty to the partnership.

(3) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:

(a) Enforce the partner’s rights under the partnership agreement;

(b) Enforce the partner’s rights under this chapter, including:

(A) The partner’s rights under ORS 67.140 (Partner’s rights and duties) , 67.150 (Partner’s rights and duties with respect to information) or 67.155 (General standards of partner’s conduct) ;

(B) The partner’s right on dissociation to have the partner’s interest in the partnership purchased pursuant to ORS 67.250 (Purchase of dissociated partner’s interest) or enforce any other right under ORS 67.220 (Events causing partner’s dissociation) to 67.265 (Continued use of partnership name) ; or

(C) The partner’s right to compel a dissolution and winding up of the partnership business under ORS 67.290 (Events causing dissolution and winding up of partnership business) or enforce any other right under ORS 67.290 (Events causing dissolution and winding up of partnership business) to 67.315 (Settlement of accounts and contributions among partners) ; or

(c) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.

(4) The accrual of and any time limitation on a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law. [1997 c.775 §21]

Source: Section 67.160 — Actions by partnership and partners , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 67.800 — OR Code / Title 7 / Chapter 67 / Section 67.800
67.800 Uniformity of application and construction
Status: in_force

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. [1997 c.775 §80]

Source: Section 67.800 — Uniformity of application and construction , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 67.990 — OR Code / Title 7 / Chapter 67 / Section 67.990
67.990 Penalty for signing false document
Status: in_force

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

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

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

(2) Signing a false document for filing is a Class A misdemeanor. [2013 c.158 §8]

Source: Section 67.990 — Penalty for signing false document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.781 — OR Code / Title 7 / Chapter 60 / Section 60.781
60.781 Court-ordered inspection
Status: in_force

(1) If a corporation does not allow a shareholder who complies with ORS 60.774 (Inspection of records by shareholders) (1) to inspect and copy any records required by that subsection to be available for inspection, the circuit court of the county where the corporation’s principal office is located, or, if the principal office is not in this state, where its registered office is or was last located, may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the shareholder.

(2) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with ORS 60.774 (Inspection of records by shareholders) (2) and (3) may apply to the circuit court in the county where the 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, for an order to permit inspection and copying of the records demanded.

(3) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder’s costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.

(4) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.

(5) No order shall be issued under this section without notice to the corporation at least five days in advance of the time specified for the hearing unless a different period is fixed by the court. The shareholder’s request shall be set for hearing at the earliest possible time and shall take precedence over all matters, except matters of the same character and hearing on preliminary injunctions under ORCP 79 B(3). [1987 c.52 §172]

Source: Section 60.781 — Court-ordered inspection , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.100 — OR Code / Title 7 / Chapter 67 / Section 67.100
67.100 Partnership liable for partner’s actionable conduct
Status: in_force

(1) A partnership is liable for loss or injury caused to a person, including a partner, or for a penalty incurred as a result of a wrongful act or omission or other actionable conduct of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.

(2) If, in the course of the partnership’s business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable to such person for the loss. [1997 c.775 §13]

Source: Section 67.100 — Partnership liable for partner’s actionable conduct , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 59.070 — OR Code / Title 7 / Chapter 59 / Section 59.070
59.070 Amended registration application
Status: in_force

(1) A registrant under ORS 59.065 (Registration procedures) shall amend the registration application submitted under ORS 59.065 (Registration procedures) when there are material changes in the terms and conditions of the original registration. “Material changes in the terms and conditions of the original registration” includes an increase in the aggregate amount of securities to be offered in Oregon, change in the type of securities or change in the identity of the issuer or owner.

(2) Applications for an amendment to increase the aggregate amount of securities to be offered in Oregon shall include the fee calculated in accordance with ORS 59.065 (Registration procedures) (2), less amounts previously paid under the prior registration. The fee may not be less than $100.

(3) This section does not relieve a registrant from the obligation to notify the director concerning material changes in facts and circumstances concerning the offering. [1985 c.349 §10; 1987 c.603 §4; 2003 c.785 §3]

Source: Section 59.070 — Amended registration application; when required; fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 63.787 — OR Code / Title 7 / Chapter 63 / Section 63.787
63.787 Annual report
Status: in_force

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

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

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

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

(d) The names and addresses of the managers for a manager-managed limited liability company or the name and address of at least one member for a member-managed limited liability company;

(e) A description of the primary business activity of the limited liability company; and

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

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

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

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

(5) Intentionally left blank —Ed.

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

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

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

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

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

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

(B) The information as changed. [1993 c.173 §100; 1995 c.93 §23; 1999 c.86 §18; 2007 c.186 §7; 2011 c.147 §12]

Source: Section 63.787 — Annual report; updates; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 67.295 — OR Code / Title 7 / Chapter 67 / Section 67.295
67.295 Partnership continues after dissolution
Status: in_force

(1) Subject to subsection (2) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.

(2) At any time after the dissolution of a partnership and before the winding up of its business is completed, all the partners, excluding any dissociated partner, may waive the right to have the partnership’s business wound up and the partnership terminated. In that event:

(a) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and

(b) The rights of a third party accruing under ORS 67.305 (Partner’s power to bind partnership after dissolution) (1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected. [1997 c.775 §35]

Source: Section 67.295 — Partnership continues after dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 59.049 — OR Code / Title 7 / Chapter 59 / Section 59.049
59.049 Federal covered securities exempt from registration
Status: in_force

Federal covered securities may be offered and sold in this state without registration, subject to the following:

(1) Unless otherwise exempt from registration under ORS 59.025 (Securities exempt from registration) or 59.035 (Transactions exempt from registration) , any federal covered security that is subject to section 18(b)(2) of the Securities Act of 1933, as amended, may be offered and sold only upon a filing of a notice with, and the payment of the required fee to, the Director of the Department of Consumer and Business Services. In lieu of the notice, an issuer may file a copy of its registration statement as filed with the Securities and Exchange Commission together with fees required under this subsection. The form of notice shall be prescribed by the director. The director shall set the amount of the fee by rule. The fee is not refundable. The effective date of the notice is the later of the date the notice is received by the director or the date specified by the filer of the notice.

(2) Unless otherwise exempt from registration under ORS 59.025 (Securities exempt from registration) or 59.035 (Transactions exempt from registration) , any federal covered security that is subject to section 18(b)(3) or (4), other than section 18(b)(4)(D), of the Securities Act of 1933, as amended, may be offered and sold only upon a filing of a notice with, and the payment of the required fee to, the director. The form of notice shall be prescribed by the director. The director shall set the fee by rule in an amount per $1,000 of the aggregate price of the securities which are to be offered in this state. The fee is not refundable. The effective date of the notice is the later of the date the notice is received by the director or the date specified by the filer of the notice.

(3) Unless otherwise exempt from registration under ORS 59.025 (Securities exempt from registration) or 59.035 (Transactions exempt from registration) , any federal covered security that is subject to section 18(b)(4)(D) of the Securities Act of 1933, as amended, may be offered and sold only upon a filing of a notice with, and the payment of the required fee to, the director, not later than 15 days after the first sale of such federal covered security in this state. The notice shall be filed on Securities and Exchange Commission Form D or on a form of notice prescribed by the director. The director shall set the fee by rule in an amount per $1,000 of the aggregate price of the securities which are to be offered in this state. The fee is not refundable. The effective date of the notice is the later of the date the notice is received by the director or the date specified by the filer of the notice.

(4) Intentionally left blank —Ed.

(a) The director shall set the fees described in subsections (1) to (3) of this section in an amount that the director determines is equal as nearly as possible to the national midpoint for similar fees charged by all other state regulatory agencies within the United States responsible for regulating securities.

(b) The director may adjust the amount of a fee described in subsections (1) to (3) 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.

(5) The director may issue an order suspending the offer and sale of a federal covered security if the director finds that there is a failure to comply with any requirement under this section.

(6) Intentionally left blank —Ed.

(a) The filer of a notice under subsections (1) to (3) of this section shall amend the notice when there is a change in the name of the offering or, in the case of offerings for which notice is filed pursuant to subsection (2) or (3) of this section, when there is an increase in the aggregate price of the securities which are to be offered in this state. There is no fee required for an amendment that does not increase the aggregate offering amount. Notices amending the aggregate offering amount shall include the fee calculated in accordance with subsection (2) or (3) of this section, less amounts previously paid under the prior notice filing, but the fee may not be less than $100. The fee is not refundable.

(b) If an issuer or person sells federal covered securities in this state for a price in excess of the aggregate price for which fees were initially paid under this section, the seller shall pay a fee of three times the difference between the initial fee paid and the fee required under this section for the federal covered securities sold in this state. The additional fee may not be less than $100. The fee is not refundable.

(7) The director, by rule or otherwise, may waive any or all of the provisions of this section. [1997 c.772 §6; 2001 c.104 §15; 2003 c.270 §2; 2003 c.785 §1]

Source: Section 59.049 — Federal covered securities exempt from registration; notice filings; fees; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.221 — OR Code / Title 7 / Chapter 60 / Section 60.221
60.221 Record date
Status: in_force

(1) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote or to take any other action. The record date must be the same for all voting groups. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date, or a later time on the date the board of directors fixes the record date, as the record date.

(2) Intentionally left blank —Ed.

(a) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders.

(b) A determination of shareholders must be made as of the close of business on the record date unless another time for making the determination is specified when the record date is fixed.

(3) A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which the board must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

(4) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, the court may provide that the original record date continues in effect or the court may fix a new record date. [1987 c.52 §55; 1993 c.403 §2; 2013 c.158 §21; 2013 c.274 §4]

Source: Section 60.221 — Record date , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 59.051 — OR Code / Title 7 / Chapter 59 / Section 59.051
59.051 Statutory references to federal law
Status: in_force

References in ORS 59.005 (Short title) to 59.505 (Provision of records to law enforcement and certain state agencies) , 59.991 (Criminal penalties for ORS 59.005 to 59.505, 59.710 to 59.830, 59.991 and 59.995) and 59.995 (Civil penalties for ORS 59.005 to 59.505, 59.710 to 59.830 and 59.991) to federal statutes or federal regulations shall be construed to refer to those statutes or regulations as they are in effect on April 19, 1999. [1999 c.53 §8]

Source: Section 59.051 — Statutory references to federal law , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 63.481 — OR Code / Title 7 / Chapter 63 / Section 63.481
63.481 Merger
Status: in_force

(1) One or more business entities may merge into a limited liability company 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 liability company 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 liability company complies with any 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 limited liability company, 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 articles of organization of a limited liability company, if that company is the surviving business entity; and

(b) Other provisions relating to the merger. [1993 c.173 §90; 1999 c.362 §36; 2001 c.315 §17; 2003 c.80 §21]

Source: Section 63.481 — Merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 62.623 — OR Code / Title 7 / Chapter 62 / Section 62.623
62.623 Effect of merger
Status: in_force

(1) When a merger involving a cooperative takes effect:

(a) Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every other party ceases;

(b) Title to all real estate and other property owned by each of the business entities that were parties to the merger is vested in the surviving business entity without reversion or impairment;

(c) All obligations of each of the business entities that were parties to the merger, including, without limitation, contractual, tort, statutory and administrative obligations, are obligations of the surviving business entity;

(d) An action or proceeding pending against each of the business entities that were parties to the merger may be continued as if the merger had not occurred, or the surviving business entity may be substituted as a party to the action or proceeding;

(e) If a cooperative is the surviving business entity, its articles of incorporation are amended to the extent provided in the plan of merger;

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

(g) Liability of an owner for obligations of a business entity that is a party to the merger shall be determined:

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

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

(h) If prior to merger 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 obligations, and after merger is an owner normally protected from personal liability, then such owner shall continue to be personally liable for the business entity’s obligations incurred during the 12 months following merger, 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 merger; and

(i) The registration of an assumed business name of a business entity under ORS chapter 648 shall continue as the assumed business name of the surviving business entity.

(2) Owners of the business entities that merged are entitled to the rights provided in the plan of merger and, in the case of owners of business entities other than cooperatives, the rights provided in the statutes applicable to that business entity, 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. [Formerly 62.620]

Source: Section 62.623 — Effect of merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 58.115 — OR Code / Title 7 / Chapter 58 / Section 58.115
58.115 Corporate name
Status: in_force

The corporate name of a professional corporation shall comply with the rules and regulations of the regulatory board or boards or standards of professional conduct of the profession practiced through the corporation. The corporate name need not comply with ORS 60.094 (Corporate name) (1), but shall contain the words “professional corporation” or the abbreviations “P.C.” or “Prof. Corp.” [1969 c.592 §13; 1985 c.728 §102; 1987 c.94 §17; 1993 c.235 §4; 1997 c.774 §6]

Source: Section 58.115 — Corporate name , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 70.240 — OR Code / Title 7 / Chapter 70 / Section 70.240
70.240 Allocation of distributions of assets
Status: in_force

Distributions of cash or other assets of a limited partnership shall be allocated among the partners and among classes of partners in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value of the contributions made by each partner, as stated in the partnership records required to be kept pursuant to ORS 70.050 (Records required in office in state) , to the extent they have been received by the partnership and have not been returned. [1985 c.677 §31; 1987 c.543 §21]

Source: Section 70.240 — Allocation of distributions of assets , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.621 — OR Code / Title 7 / Chapter 60 / Section 60.621
60.621 Dissolution by incorporators or initial directors
Status: in_force

(1) A majority of the incorporators or initial directors of a corporation that has not issued shares and has not commenced business may dissolve the corporation by delivering articles of dissolution to the office for filing.

(2) Articles of dissolution shall set forth:

(a) The name of the corporation;

(b) The date of its incorporation;

(c) That none of the corporation’s shares has been issued and that the corporation has not commenced business;

(d) That no debt of the corporation remains unpaid; and

(e) That a majority of the incorporators or initial directors authorized the dissolution. [1987 c.52 §138; 1987 c.579 §5]

Source: Section 60.621 — Dissolution by incorporators or initial directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.077 — OR Code / Title 7 / Chapter 65 / Section 65.077
65.077 General powers
Status: in_force

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including, without limitation, power to:

(1) Sue and be sued, complain and defend in its corporate name.

(2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing or reproducing it in any other manner.

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

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

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

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

(7) Make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income.

(8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by ORS 65.364 (Loans to or guarantees for directors and officers) .

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

(10) Conduct its activities, locate offices and exercise the powers granted by this chapter within or without this state.

(11) Elect or appoint directors, officers, employees, and agents of the corporation, define their duties and fix their compensation, if any.

(12) Pay pensions and establish pension plans, pension trusts and other benefit and incentive plans for any or all of its current or former directors, officers, employees and agents.

(13) Unless otherwise provided in the articles of incorporation, make donations not inconsistent with law for the public welfare or for charitable, benevolent, religious, scientific or educational purposes and for other purposes that further the corporate interest.

(14) Impose dues, assessments, admission and transfer fees upon its members.

(15) Establish conditions for admission of members, admit members and issue memberships.

(16) Carry on a business.

(17) Do any other act, not inconsistent with law, that furthers the activities and affairs of the corporation.

(18) Dissolve, merge or reorganize as provided in this chapter. [1989 c.1010 §29]

Source: Section 65.077 — General powers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 59.085 — OR Code / Title 7 / Chapter 59 / Section 59.085
59.085 Conditions imposed on registration
Status: in_force

The Director of the Department of Consumer and Business Services may, by rule or order, impose on a registration such conditions, limitations and restrictions as the director deems appropriate to make the issue fair, just and equitable, including the following:

(1) That a prospectus containing any designated part of the information submitted in connection with registration be sent or given to each person to whom a security is offered or sold.

(2) That the security be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed with the director or preserved for a period up to three years specified in the rule or order.

(3) That any of the following be deposited in escrow on terms approved by the director:

(a) Any security issued or to be issued for a consideration substantially different from the public offering price or for a consideration other than cash.

(b) The proceeds from the sale of the security until the issuer receives an amount specified by the director. [1967 c.537 §10]

Source: Section 59.085 — Conditions imposed on registration , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 67.765 — OR Code / Title 7 / Chapter 67 / Section 67.765
67.765 Reinstatement of authority
Status: in_force

(1) A foreign limited liability partnership which has had its authority revoked under ORS 67.755 (Procedure for and effect of revocation) may apply to the Secretary of State for reinstatement within five years from the date of revocation. The application shall:

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

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

(2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section, that the information is correct and that the foreign limited liability partnership’s name satisfies the requirements of ORS 67.730 (Name of foreign limited liability partnership) , the Secretary of State shall reinstate the authority.

(3) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the revocation of authority and the foreign limited liability partnership resumes carrying on its business as if the revocation of authority had never occurred. [1997 c.775 §78]

Source: Section 67.765 — Reinstatement of authority , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 63.965 — OR Code / Title 7 / Chapter 63 / Section 63.965
63.965 Reservation of power to amend or repeal
Status: repealed

(1) All or part of this chapter may be amended or repealed at any time and all domestic and foreign limited liability companies subject to this chapter shall be governed by the amendment or repeal.

(2) The amendment or repeal of a statute in this chapter does not affect:

(a) The operation of the statute or any action taken under the statute before its amendment or repeal.

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

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

(d) Any proceeding, reorganization or dissolution commenced under the statute before its amendment or repeal. The proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been amended or repealed. [2001 c.315 §50]

Source: Section 63.965 — Reservation of power to amend or repeal; effect of amendment or repeal , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.464 — OR Code / Title 7 / Chapter 60 / Section 60.464
60.464 Bylaw increasing quorum or voting requirement for shareholders
Status: repealed

(1) If expressly authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is required by this chapter. The adoption or amendment of a bylaw that adds, changes or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or the quorum and voting requirement proposed to be adopted, whichever is greater.

(2) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (1) of this section may not be adopted, amended or repealed by the board of directors. [1987 c.52 §113]

Source: Section 60.464 — Bylaw increasing quorum or voting requirement for shareholders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.603 — OR Code / Title 7 / Chapter 67 / Section 67.603
67.603 Application for registration
Status: in_force

(1) After the approval required by ORS 67.600 (Eligibility for registration as a limited liability partnership) (3), a partnership may become a limited liability partnership by delivering an application for registration to the office of the Secretary of State for filing.

(2) The application for registration shall set forth the following information:

(a) The name of the partnership;

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

(c) A mailing address to which notices as required by this chapter may be mailed until an address has been designated by the limited liability partnership in its annual report;

(d) A brief statement describing the primary business activity of the partnership and, for a partnership rendering a professional service or services, the professional service or services to be rendered through the partnership;

(e) A representation by the partner or partners executing the application for registration that the application for registration has been approved by a vote of the partners as required by ORS 67.600 (Eligibility for registration as a limited liability partnership) (3); and

(f) The names and addresses of at least two partners of the partnership.

(3) The application for registration may set forth any other provisions, not inconsistent with law, that the partnership may decide to include in the application.

(4) The filing of an application for registration establishes that the partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.

(5) The status of the partnership as a limited liability partnership is effective upon filing of the application for registration or, if applicable, upon the delayed effective time and date set forth in the application for registration in accordance with ORS 67.017 (Effective time and date of document) , and the payment of the required fee. The status remains effective, regardless of changes in the partnership, until the registration is voluntarily canceled pursuant to ORS 67.606 (Cancellation of registration) or the registration is revoked pursuant to ORS 67.660 (Procedure for and effect of administrative revocation) . The cancellation or revocation of the registration shall not affect the personal liability of any partner with respect to any obligations of the limited liability partnership that are incurred by the limited liability partnership prior to the effective date of the cancellation or revocation of the registration.

(6) A partnership that is a limited liability partnership on January 1, 1998, shall not be required to file a new registration by reason of this chapter to continue its status as a limited liability partnership. [Formerly 67.590]

Source: Section 67.603 — Application for registration; effective date; fee; duration of status as limited liability partnership , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.758 — OR Code / Title 7 / Chapter 60 / Section 60.758
60.758 Benefit company purposes and powers
Status: in_force

(1) In addition to any purpose set forth in or adopted in accordance with ORS 60.047 (Articles of incorporation) (2)(c)(A), 60.074 (Purposes) , 63.047 (Articles of organization) or 63.074 (Purposes) , a benefit company has the purpose of providing a general public benefit.

(2) Intentionally left blank —Ed.

(a) The articles of incorporation or articles of organization for a benefit company may identify a specific public benefit for the benefit company in addition to the purposes described in subsection (1) of this section. A benefit company’s identification of a specific public benefit does not limit the benefit company’s obligation to fulfill the purposes described in subsection (1) of this section.

(b) A benefit company may amend the articles of incorporation or articles of organization to add, amend or remove a specific public benefit in the manner otherwise provided for amending the benefit company’s purpose in the articles of incorporation or articles of organization.

(3) Notwithstanding the requirement in ORS 58.076 (Purposes for which professional corporation may be organized) that a professional corporation have rendering professional service as the professional corporation’s sole purpose, a professional corporation that is a benefit company shall have the purposes set forth in ORS 58.076 (Purposes for which professional corporation may be organized) and the purpose of providing a general public benefit. The professional corporation may identify a specific public benefit in addition to the purposes described in this subsection. [2013 c.269 §5]

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

Source: Section 60.758 — Benefit company purposes and powers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).