ORS § 65.634 — OR Code / Title 7 / Chapter 65 / Section 65.634
65.634 Revocation of dissolution
Status: in_force

(1) A corporation may revoke the corporation’s dissolution within 120 days after the effective date of the dissolution.

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

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

(a) The name of the corporation;

(b) The effective date of the dissolution that was revoked;

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

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

(e) If the corporation’s board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(f) If member or third-person action was required to revoke the dissolution, the information required by ORS 65.631 (Articles of dissolution) (1)(e) and (f).

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

(5) When the revocation of dissolution is effective, the revocation relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on the corporation’s activities as if dissolution had never occurred. [1989 c.1010 §134; 2019 c.174 §92]

Source: Section 65.634 — Revocation of dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.285 — OR Code / Title 7 / Chapter 62 / Section 62.285
62.285 Meetings of board of directors
Status: in_force

(1) Regular or special meetings of the board may be held either within or without this state.

(2) Regular meetings of the board may be held with or without notice as prescribed in the bylaws. Special meetings of the board shall be held upon such notice as is prescribed in the bylaws. Attendance of a director at a meeting shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

(3) Unless the bylaws provide otherwise, the purposes of any meeting of the board need not be specified in the notice or waiver of notice of the meeting.

(4) Unless a greater number is required in the bylaws, a majority of the number of directors fixed by or determined pursuant to the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles, shall constitute a quorum for the transaction of business. Unless a greater number is required in the bylaws, an act of the majority of the directors present at a meeting at which a quorum is present is the act of the board. [1957 c.716 §24]

Source: Section 62.285 — Meetings of board of directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 65.504 — OR Code / Title 7 / Chapter 65 / Section 65.504
65.504 Merger with business corporation
Status: in_force

Any domestic business corporation which is a party to a merger with a nonprofit corporation pursuant to this chapter shall comply with all applicable requirements of the Oregon Business Corporation Act relating to mergers except when inconsistent with this chapter. If a domestic business corporation is the survivor of a merger with a nonprofit corporation, following the merger it shall be subject to the Oregon Business Corporation Act. [1989 c.1010 §125]

Source: Section 65.504 — Merger with business corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.957 — OR Code / Title 7 / Chapter 60 / Section 60.957
60.957 Application to existing domestic corporation
Status: reserved

This chapter applies to all domestic corporations in existence on June 15, 1987, that were incorporated under any general statute of this state providing for incorporation of corporations for profit if power to amend or repeal the statute under which the corporation was incorporated was reserved. [1987 c.52 §176]

Source: Section 60.957 — Application to existing domestic corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.754 — OR Code / Title 7 / Chapter 65 / Section 65.754
65.754 Procedure for judicial revocation of authority
Status: in_force

(1) Venue for a proceeding by the Attorney General to revoke a foreign corporation’s authority lies in Marion County. Venue for a proceeding brought by any other person named in ORS 65.751 (Grounds for judicial revocation) lies in the county where a corporation’s principal Oregon office is located or where its registered office is or was last located.

(2) It is not necessary to make directors or members parties to a proceeding to revoke the authority of a corporation.

(3) A court in a proceeding brought to revoke a corporation’s authority 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 located in Oregon and carry on the corporation’s Oregon activities until a full hearing can be held.

(4) A person other than the Attorney General who brings a revocation proceeding for a foreign corporation that would have been a public benefit or religious corporation had it been incorporated in this state, shall forthwith give written notice of the proceeding to the Attorney General who may intervene. [1989 c.1010 §162]

Source: Section 65.754 — Procedure for judicial revocation of authority , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.625 — OR Code / Title 7 / Chapter 67 / Section 67.625
67.625 Limited liability partnership name
Status: reserved

(1) The name of the limited liability partnership shall contain the word “limited liability partnership” or the abbreviation “L.L.P.” or “LLP” as the last words or letters of its name.

(2) A limited liability partnership name shall not contain the word “cooperative,” “corporation,” “corp.,” “incorporated,” “Inc.,” “limited partnership,” “L.P.,” “LP,” “Ltd.,” “limited liability company,” “L.L.C.” or “LLC” or any abbreviation or derivation of any of the terms used in this subsection.

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

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

(5) Notwithstanding subsection (4) of this section, a limited liability partnership that renders professional service may use as its name all or some of the names of individual present or former partners of the partnership or a predecessor partnership, as permitted by the applicable rules of ethics and by the applicable statutory or regulatory provisions governing the rendering of such professional service. The limited liability partnership name need not satisfy the requirement of subsection (4) of this section if the partnership delivers to the office a certified copy of a final judgment of a court of competent jurisdiction that finds that the partnership has a prior or concurrent right to use the partnership name in this state.

(6) A limited liability partnership shall not transact business under an assumed business name unless the assumed business name contains the words or the abbreviation required by subsection (1) of this section and the assumed business name is registered in accordance with ORS chapter 648.

(7) A limited liability partnership is not required to register the name of the limited liability partnership as an assumed business name under ORS chapter 648 as long as its status as a limited liability partnership is effective.

(8) The name of a partnership that is not a limited liability partnership or a foreign limited liability partnership and the name of any corporation, limited liability company or other form of entity shall not contain the word “limited liability partnership” or the abbreviation “L.L.P.” or “LLP” or any abbreviation or derivation of any of the terms used in this subsection.

(9) The provisions of this section do not:

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

(b) Derogate from the common law, the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect trade names. [1997 c.775 §59]

Source: Section 67.625 — Limited liability partnership name , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 65.397 — OR Code / Title 7 / Chapter 65 / Section 65.397
65.397 Advance for expenses
Status: in_force

(1) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

(a) The director furnishes the corporation a written affirmation of the director’s good faith belief that the director has met the standard of conduct described in ORS 65.391 (Authority to indemnify) ; and

(b) The director furnishes the corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance if the director is ultimately determined not to have met the standard of conduct.

(2) The undertaking required by subsection (1)(b) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

(3) An authorization of payments under this section may be made by provision in the articles of incorporation or bylaws, by a resolution of the members or board of directors or by contract.

(4) Intentionally left blank —Ed.

(a) A corporation that authorizes payments in accordance with subsection (3) of this section may not amend or rescind the articles of incorporation, bylaws or resolution that authorizes the payments so as to eliminate or impair a director’s right to payments after an act or omission occurs that subjects the director to a proceeding for which the director seeks payment.

(b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a corporation may eliminate or impair a director’s right to payments if at the time the act or omission occurred the corporation’s articles of incorporation, bylaws or resolution explicitly authorized the corporation to eliminate or impair the right after an act or omission occurs. [1989 c.1010 §101; 2011 c.227 §6]

Source: Section 65.397 — Advance for expenses , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 56.022 — OR Code / Title 7 / Chapter 56 / Section 56.022
56.022 Authority of Secretary of State to carry out business registry functions
Status: in_force

The Secretary of State shall have the power and authority reasonably necessary to enable the Secretary of State to carry out business registry functions and other duties imposed on the Secretary of State under ORS chapters 58, 60, 62, 63, 65, 67, 70, 554, 647 and 648 and ORS 128.560 (“Business trust” described) to 128.600 (Filing, service, copying and certification fees) , 649.010 (Definitions for ORS 649.010 to 649.080) to 649.080 (Unauthorized display of name or insignia of motor vehicle association) , 649.990 (Penalties) and 661.210 (Counterfeiting of union label and possession or sale thereof prohibited) to 661.280 (Attorney fees) , including the authority to promulgate rules governing the procedure and form for submitting documents to be filed by the Secretary of State and the procedure and form for filing and retaining the documents and any other records required to be kept. [1985 c.728 §5; 1987 c.414 §57; 1995 c.215 §3; 1995 c.689 §36; 1997 c.775 §88; 1999 c.652 §3]

Source: Section 56.022 — Authority of Secretary of State to carry out business registry functions; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 60.771 — OR Code / Title 7 / Chapter 60 / Section 60.771
60.771 Corporate records
Status: in_force

(1) A corporation shall keep as permanent records minutes of all meetings of the corporation’s shareholders and board of directors, a record of all actions that the shareholders or board of directors takes without a meeting and a record of all actions that a committee of the board of directors takes in place of the board of directors on behalf of the corporation.

(2) A corporation shall maintain appropriate accounting records.

(3) A corporation or the corporation’s agent shall maintain a record of the corporation’s shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and class of shares each shareholder holds.

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

(5) A corporation shall keep a copy of the following records at the corporation’s principal office or registered office:

(a) The articles or restated articles of incorporation and all amendments to the articles of incorporation or restated articles of incorporation that are currently in effect;

(b) The corporation’s bylaws or restated bylaws and all amendments to the bylaws or restated bylaws that are currently in effect;

(c) Resolutions that the corporation’s board of directors adopts to create one or more classes or series of shares and fixing the relative rights, preferences and limitations for each class or series, if shares issued pursuant to those resolutions are outstanding;

(d) The minutes of all shareholders’ meetings and records of all action that shareholders take without a meeting, for the past three years;

(e) All written communications to shareholders generally within the past three years;

(f) A list of the names and business addresses of the corporation’s current directors and officers; and

(g) The corporation’s most recent annual report delivered to the Secretary of State under ORS 60.787 (Annual report) . [1987 c.52 §169; 2017 c.55 §16]

Source: Section 60.771 — Corporate records , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.803 — OR Code / Title 7 / Chapter 62 / Section 62.803
62.803 Definitions for ORS 62.800 to 62.815
Status: in_force

As used in ORS 62.800 (Short title) to 62.815 (Prohibited actions) , unless the context requires otherwise:

(1) “Lienholder” means the holder of a manufactured dwelling lien:

(a) That is recorded in the deed records of the county in which the manufactured dwelling is located;

(b) That is perfected with the Department of Consumer and Business Services pursuant to ORS 446.611 (Perfection of security interest in manufactured structure having ownership document) ; or

(c) Of which a manufactured dwelling park nonprofit cooperative has actual knowledge.

(2) “Manufactured dwelling” means:

(a) A manufactured dwelling, as defined in ORS 446.003 (Definitions for ORS 446.003 to 446.200 and 446.225 to 446.285) ; or

(b) A prefabricated structure, as defined in ORS 455.010 (Definitions for ORS chapter 455) , that is relocatable, more than eight and one-half feet wide and designed for use as a single-family dwelling.

(3) “Manufactured dwelling park” has the meaning given that term in ORS 446.003 (Definitions for ORS 446.003 to 446.200 and 446.225 to 446.285) .

(4) “Manufactured dwelling park nonprofit cooperative” means a cooperative corporation that:

(a) Is organized to acquire or develop, and to own, an interest in one or more manufactured dwelling parks that are primarily used for the siting of manufactured dwellings owned and occupied by members of the cooperative;

(b) Limits the use of all income and earnings to use by the cooperative and not for the benefit or profit of any individual; and

(c) Elects to be governed by ORS 62.800 (Short title) to 62.815 (Prohibited actions) . [2007 c.607 §3; 2009 c.609 §4; 2022 c.54 §10]

Source: Section 62.803 — Definitions for ORS 62.800 to 62.815 , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 70.620 — OR Code / Title 7 / Chapter 70 / Section 70.620
70.620 Correction of documents
Status: in_force

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

(2) A domestic or foreign limited partnership shall correct a document by delivering a certificate of correction to the Office of Secretary of State. The certificate shall include the following:

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

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

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

(3) Certificates of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, certificates of correction are effective when filed. [Formerly 70.470]

Source: Section 70.620 — Correction of documents; effective date of correction , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 58.129 — OR Code / Title 7 / Chapter 58 / Section 58.129
58.129 Requirements to transact business in this state
Status: in_force

(1) A foreign professional corporation may render professional service or services in this state only after the foreign professional corporation obtains:

(a) Approval from the regulatory board of each professional service which will be rendered in this state before offering or rendering the service in this state; and

(b) Authorization to transact business in this state from the Secretary of State.

(2) A foreign professional corporation may not obtain authority to transact business in this state, unless:

(a) The name of the corporation satisfies the requirements of ORS 58.115 (Corporate name) ; and

(b) It complies with ORS 58.076 (Purposes for which professional corporation may be organized) . [1987 c.94 §20; 1993 c.235 §6]

Source: Section 58.129 — Requirements to transact business in this state , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 67.155 — OR Code / Title 7 / Chapter 67 / Section 67.155
67.155 General standards of partner’s conduct
Status: in_force

(1) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (2) and (3) of this section.

(2) A partner’s duty of loyalty to the partnership and the other partners includes the following:

(a) To account to the partnership and hold for it any property, profit or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;

(b) Except as provided in subsections (5) and (6) of this section, to refrain from dealing with the partnership in a manner adverse to the partnership and to refrain from representing a person with an interest adverse to the partnership, in the conduct or winding up of the partnership business; and

(c) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.

(3) A partner’s duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.

(4) A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistent with the obligation of good faith and fair dealing.

(5) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner’s conduct furthers the partner’s own interest.

(6) A partner may lend money to or transact other business with the partnership, provided that any loan or transaction between a partner and the partnership must be:

(a) Fair to the partnership;

(b) Authorized by the partnership agreement; or

(c) Authorized or ratified by a majority of the disinterested partners or by a number or percentage of partners specified in the partnership agreement, after full disclosure of all material facts.

(7) Loans and other transactions between the partnership and a partner are binding on the parties in the same manner as transactions between the partnership and persons who are not partners, subject to other applicable law.

(8) This section also applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner. [1997 c.775 §20]

Source: Section 67.155 — General standards of partner’s conduct , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 70.105 — OR Code / Title 7 / Chapter 70 / Section 70.105
70.105 Remedy for false statements in certificate
Status: in_force

If any certificate of limited partnership or certificate of amendment or cancellation contains a false material statement, one who suffers loss by reliance on the statement may recover damages for the loss from any of the following persons:

(1) Any party to the certificate who knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; or

(2) Any general partner who:

(a) After the certificate was executed, knew or should have known that any arrangement or other fact described in the certificate had changed, thus making any material statement in the certificate false; and

(b) Had a reasonably sufficient time before the statement was relied upon to cancel or amend the certificate, or to file a petition for its cancellation or amendment under ORS 70.095 (Remedy for failure to execute certificate) . [1985 c.677 §15]

Source: Section 70.105 — Remedy for false statements in certificate , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 65.301 — OR Code / Title 7 / Chapter 65 / Section 65.301
65.301 Requirement for and duties of board
Status: in_force

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

(2) The board of directors shall exercise, or delegate or otherwise authorize the exercise of, all corporate powers and shall direct the management of the corporation’s affairs, subject to any limitation set forth in the articles of incorporation. The board of directors shall retain authority over an exercise of corporate powers that the board delegates or authorizes under this section. [1989 c.1010 §70; 2019 c.174 §51]

Source: Section 65.301 — Requirement for and duties of board , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.574 — OR Code / Title 7 / Chapter 60 / Section 60.574
60.574 Share restrictions
Status: in_force

(1) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under ORS 60.581 (Failure to take action) .

(2) The person for whom dissenters’ rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action. [1987 c.52 §131]

Source: Section 60.574 — Share restrictions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.195 — OR Code / Title 7 / Chapter 63 / Section 63.195
63.195 Allocation of interim distributions
Status: in_force

Distributions of cash or other assets of a limited liability company before the dissolution and winding up of the limited liability company shall be allocated among the members, and among classes of members, in the manner provided in the articles of organization or any operating agreement. If neither the articles of organization nor any operating agreement provides for such allocations, such distributions shall be allocated among the members in proportion to their right to share in the profits of the limited liability company. [1993 c.173 §39]

Source: Section 63.195 — Allocation of interim distributions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 63.654 — OR Code / Title 7 / Chapter 63 / Section 63.654
63.654 Reinstatement following administrative dissolution
Status: in_force

(1) A limited liability company that the Secretary of State administratively dissolved under ORS 63.651 (Procedure) may apply to the Secretary of State for reinstatement within five years from the date of dissolution. The application must:

(a) State the name of the limited liability company and the effective date of the limited liability company’s administrative dissolution; and

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

(2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section, that the information is correct and that the limited liability company’s name satisfies the requirements of ORS 63.094 (Limited liability company name) , the Secretary of State shall reinstate the limited liability company.

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

(4) The Secretary of State may waive the requirement under subsection (1) of this section that the limited liability company apply for reinstatement within five years after the date of administrative dissolution if the limited liability company requests the waiver and provides evidence of the limited liability company’s continued existence as an active concern during the period of administrative dissolution. [1993 c.173 §64; 1995 c.215 §11; 2011 c.147 §10]

Source: Section 63.654 — Reinstatement following administrative dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 70.260 — OR Code / Title 7 / Chapter 70 / Section 70.260
70.260 Entitlements of withdrawing partner
Status: in_force

Except as provided in ORS 70.250 (Entitlement to distributions) to 70.275 (Liability of partner who receives return of contribution) , upon withdrawal, any withdrawing partner is entitled to receive any distribution to which the withdrawing partner is entitled under the partnership agreement. If not otherwise provided in the partnership agreement, the withdrawing partner also is entitled to receive, within a reasonable time after withdrawal, the fair value of the withdrawing partner’s interest in the limited partnership as of the date of withdrawal based upon the withdrawing partner’s right to share in distributions from the limited partnership. For purposes of this section, the fair value of the withdrawing partner’s interest in the limited partnership shall be determined by assuming that any distribution to which the withdrawing partner is otherwise entitled by reason of this section has been made. [1985 c.677 §35]

Source: Section 70.260 — Entitlements of withdrawing partner , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 58.410 — OR Code / Title 7 / Chapter 58 / Section 58.410
58.410 Filing, service, copying and certification fees
Status: in_force

The Secretary of State shall collect the fees described in ORS 56.140 (Fees) for each document delivered for filing under this chapter and for process served on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 (Fees) for copying any public record under this chapter, certifying the copy or certifying to other facts of record under this chapter. [1987 c.94 §6; 1989 c.383 §2; 1991 c.132 §2; 1999 c.362 §§2,2a]

Source: Section 58.410 — Filing, service, copying and certification fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 60.377 — OR Code / Title 7 / Chapter 60 / Section 60.377
60.377 Standard of conduct for officers
Status: in_force

(1) An officer with discretionary authority shall discharge the duties of an officer under that authority:

(a) In good faith;

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

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

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

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

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

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

(4) An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of the office in compliance with this section. [1987 c.52 §91]

Source: Section 60.377 — Standard of conduct for officers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.470 — OR Code / Title 7 / Chapter 63 / Section 63.470
63.470 Conversion
Status: in_force

(1) Intentionally left blank —Ed.

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

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

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

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

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

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

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

(d) Intentionally left blank —Ed.

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

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

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

(3) The plan of conversion must set forth:

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

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

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

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

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

(4) The plan of conversion may set forth other provisions relating to the conversion. [1999 c.362 §32; 2001 c.315 §16; 2003 c.80 §20; 2011 c.147 §9]

Source: Section 63.470 — Conversion , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 59.570 — OR Code / Title 7 / Chapter 59 / Section 59.570
59.570 Protection of registering entity
Status: in_force

(1) A registering entity is not required to offer or to accept a request for security registration in beneficiary form. If a registration in beneficiary form is offered by a registering entity, the owner requesting registration in beneficiary form assents to the protections given to the registering entity by ORS 59.535 (Definitions for ORS 59.535 to 59.585) to 59.585 (Short title) .

(2) By accepting a request for registration of a security in beneficiary form, the registering entity agrees that the registration will be implemented on death of the deceased owner as provided in ORS 59.535 (Definitions for ORS 59.535 to 59.585) to 59.585 (Short title) .

(3) A registering entity is discharged from all claims to a security by the estate, creditors, heirs or devisees of a deceased owner if it registers a transfer of the security in accordance with ORS 59.565 (Ownership on death of owner) and does so in good faith reliance on the registration, on ORS 59.535 (Definitions for ORS 59.535 to 59.585) to 59.585 (Short title) and on information provided to it by affidavit of the personal representative of the deceased owner, or by the surviving beneficiary or by the surviving beneficiary’s representatives, or other information available to the registering entity. The protections of ORS 59.535 (Definitions for ORS 59.535 to 59.585) to 59.585 (Short title) do not extend to a reregistration or payment made after a registering entity has received written notice from any claimant to any interest in the security objecting to implementation of a registration in beneficiary form. No other notice or other information available to the registering entity affects its right to protection under ORS 59.535 (Definitions for ORS 59.535 to 59.585) to 59.585 (Short title) .

(4) The protection provided by ORS 59.535 (Definitions for ORS 59.535 to 59.585) to 59.585 (Short title) to the registering entity of a security does not affect the rights of beneficiaries in disputes between themselves and other claimants to ownership of the security transferred or its value or proceeds. [1991 c.306 §8]

Source: Section 59.570 — Protection of registering entity , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 65.121 — OR Code / Title 7 / Chapter 65 / Section 65.121
65.121 Service on the corporation
Status: in_force

The provisions of ORS 60.121 (Service on corporation) shall apply to corporations organized under or subject to the provisions of this chapter. [1989 c.1010 §38; 1991 c.67 §12]

Source: Section 65.121 — Service on the corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 58.455 — OR Code / Title 7 / Chapter 58 / Section 58.455
58.455 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 §4]

Source: Section 58.455 — Penalty for signing false document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 60.637 — OR Code / Title 7 / Chapter 60 / Section 60.637
60.637 Effect of dissolution
Status: in_force

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

(a) Collecting the corporation’s assets;

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

(c) Discharging or making provision for discharging the corporation’s liabilities;

(d) Distributing the corporation’s remaining property among the corporation’s shareholders according to the shareholders’ interests;

(e) Adopting a plan of merger; and

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

(2) Dissolution of a corporation does not:

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

(b) Prevent transfer of the corporation’s shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records;

(c) Subject the corporation’s directors or officers to standards of conduct different from those prescribed in this chapter;

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

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

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

(g) Terminate the authority of the registered agent of the corporation. [1987 c.52 §143; 2011 c.147 §2]

Source: Section 60.637 — Effect of dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.951 — OR Code / Title 7 / Chapter 60 / Section 60.951
60.951 Short title
Status: in_force

This chapter shall be known and may be cited as the “Oregon Business Corporation Act.” [1987 c.52 §1]

Source: Section 60.951 — Short title , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.825 — OR Code / Title 7 / Chapter 62 / Section 62.825
62.825 Powers of Secretary of State
Status: in_force

The Secretary of State has the power and authority reasonably necessary to enable the Secretary of State to administer this chapter efficiently and to perform the duties imposed upon the Secretary of State by this chapter. [1957 c.716 §65]

Source: Section 62.825 — Powers of Secretary of State , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.317 — OR Code / Title 7 / Chapter 60 / Section 60.317
60.317 Staggered terms for directors
Status: in_force

(1) The articles of incorporation or the bylaws may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group to be as nearly equal in number as possible.

(2) If the terms of the directors are staggered, the terms of directors in the first group expire at the first annual shareholders’ meeting after their election, the terms of the second group expire at the second annual shareholders’ meeting after their election and the terms of the third group, if any, expire at the third annual shareholders’ meeting after their election. At each annual shareholders’ meeting held thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire.

(3) If the corporation has cumulative voting, terms of directors may be staggered only if authorized by the articles of incorporation and each group of directors contains at least three members. [1987 c.52 §73; 1989 c.1040 §21; 2003 c.80 §11; 2005 c.92 §1]

Source: Section 60.317 — Staggered terms for directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 62.690 — OR Code / Title 7 / Chapter 62 / Section 62.690
62.690 Administrative dissolution
Status: in_force

The provisions of ORS 60.647 (Grounds for administrative dissolution) to 60.657 (Appeal from denial of reinstatement) , relating to dissolution by the Secretary of State, apply to cooperatives. [1957 c.716 §56; 1987 c.94 §92]

Source: Section 62.690 — Administrative dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.211 — OR Code / Title 7 / Chapter 60 / Section 60.211
60.211 Action without meeting
Status: in_force

(1) Intentionally left blank —Ed.

(a) Action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action.

(b) Notwithstanding paragraph (a) of this subsection, the articles of incorporation may provide that action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by shareholders having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shareholders entitled to vote on the action were present and voted.

(c) The action taken under this subsection must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, or by those shareholders taking action under paragraph (b) of this subsection, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(d) Action taken under paragraph (a) of this subsection is effective when the last shareholder signs the consent, unless the consent specifies an earlier or later effective date.

(e) Action taken under paragraph (b) of this subsection is effective when the consent or consents bearing sufficient signatures are delivered to the corporation, unless the consent or consents specify an earlier or later effective date. An effective date specified under this paragraph may not be earlier than the effective date of the provision permitting action under paragraph (b) of this subsection.

(2) If not otherwise determined under ORS 60.207 (Court-ordered meeting) or 60.221 (Record date) , the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs a consent under subsection (1) of this section.

(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

(4) Intentionally left blank —Ed.

(a) If this chapter requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the proposed action at least 10 days before the action is taken.

(b) If this chapter requires that notice of proposed action be given to nonvoting shareholders and the action is taken as provided in subsection (1)(b) of this section, the corporation must give its nonvoting shareholders written notice of the action promptly after the action is taken.

(c) The notice given under this subsection must contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

(5) If action is taken as provided in subsection (1)(b) of this section, the corporation must give written notice of the action promptly after the action is taken to shareholders who did not consent in writing under subsection (1)(b) of this section. The notice given under this subsection must contain or be accompanied by the same material that, under this chapter, would have been required to be sent to those shareholders in a notice of meeting at which the proposed action would have been submitted to those shareholders for action.

(6) The fact that an action is taken by written consent without a meeting does not impair any rights a shareholder who does not consent to the action may have to dissent and obtain payment for the shareholder’s shares under ORS 60.551 (Definitions for ORS 60.551 to 60.594) to 60.594 (Court costs and counsel fees) . A shareholder who consents to the action in writing is not entitled to receive payment for the shareholder’s shares under ORS 60.551 (Definitions for ORS 60.551 to 60.594) to 60.594 (Court costs and counsel fees) . [1987 c.52 §52; 2001 c.315 §22]

Source: Section 60.211 — Action without meeting , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.641 — OR Code / Title 7 / Chapter 65 / Section 65.641
65.641 Known claims against dissolved corporation
Status: in_force

(1) A corporation electing to dispose of known claims pursuant to this section shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:

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

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

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

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

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

(a) If a claimant who was given written notice under subsection (1) of this section does not deliver the claim to the dissolved corporation by the deadline; and

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

(3) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. [1989 c.1010 §136]

Source: Section 65.641 — Known claims against dissolved corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 70.370 — OR Code / Title 7 / Chapter 70 / Section 70.370
70.370 Correction of application
Status: in_force

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly submit for filing to the Office of Secretary of State a certificate, signed by a general partner, correcting the statement. [1985 c.677 §53; 1987 c.543 §30a]

Source: Section 70.370 — Correction of application , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 70.065 — OR Code / Title 7 / Chapter 70 / Section 70.065
70.065 Filing, service, copying and certification fees
Status: in_force

The Secretary of State shall collect the fees described in ORS 56.140 (Fees) for each document delivered for filing under this chapter and for process served on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 (Fees) for copying any public record under this chapter, certifying the copy or certifying to other facts of record under this chapter. [1991 c.132 §12; 1999 c.362 §§54,54a]

Source: Section 70.065 — Filing, service, copying and certification fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 56.080 — OR Code / Title 7 / Chapter 56 / Section 56.080
56.080 Withdrawal of certificates issued and filings accepted
Status: in_force

(1) Except as provided in subsections (2), (3), (4) and (5) of this section, within one year after a filing, the Secretary of State may withdraw any certificate the secretary issued or document the secretary filed, except filings under ORS chapter 647, on any ground existing at the time of the filing for which the secretary could have originally refused to issue the certificate or file the document. The secretary shall include in the record for the filing a statement that specifies the reason for the withdrawal and the nature of any other action the secretary took.

(2) The secretary, within one year after a filing, may withdraw from filing any document the secretary filed if the person that submitted the document advises the office that the document was submitted prematurely or by inadvertence or mistake. The person that requests the withdrawal shall accompany the request with a written statement that reflects the basis of the person’s authority to request the withdrawal.

(3) The secretary, within one year after a filing, may withdraw from filing any document the secretary filed if an authorized representative of the business on behalf of which the document was filed advises the office that the document was submitted in error. The person that requests the withdrawal shall accompany the request with a notarized affidavit that states the basis of the person’s authority to request the withdrawal.

(4) The secretary may withdraw without notice or hearing a certificate that the secretary issued or a document the secretary filed if the fee was paid with a check that was returned to the office for lack of sufficient funds. The withdrawal is retroactive to the date of filing.

(5) The secretary shall withdraw a certificate the secretary issued or a document the secretary filed if the secretary receives a final written order from the Director of the Department of Consumer and Business Services that establishes that the person named in the certificate or document has violated ORS 705.638 (“Company” defined) , 707.005 (Organization required to engage in banking or trust business) or 707.010 (Certificate required to transact banking business) .

(6) Any decision under this section may be reviewed in accordance with the provisions of ORS chapter 183.

(7) A withdrawal of a document from filing under this section is retroactive to the date of the filing but does not relieve a person of any liability the person may have incurred while the document was filed with the office. The Secretary of State is not required to refund any fees paid in conjunction with a document that the secretary withdraws.

(8) At any time before a delayed effective date specified in a document, the secretary shall withdraw the document at the written request of the person or persons who originally filed the document with the secretary. The document after withdrawal has no further effect and must be treated as if the document had not been filed. The person that requests the withdrawal shall accompany the request with a written statement that reflects the basis of the person’s authority to request the withdrawal. [1967 c.576 §2; 1981 c.633 §2; 1983 c.717 §4; 1985 c.728 §§3,3a; 1987 c.414 §59; 1989 c.1040 §1; 1999 c.652 §6; 2001 c.315 §§39,40; 2009 c.541 §1; 2013 c.158 §18; 2023 c.34 §1]

Source: Section 56.080 — Withdrawal of certificates issued and filings accepted; explanatory statement; withdrawal from filing , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 60.457 — OR Code / Title 7 / Chapter 60 / Section 60.457
60.457 Effect of amendment
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 or the existing rights of persons other than shareholders 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. [1987 c.52 §111]

Source: Section 60.457 — Effect of amendment , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.095 — OR Code / Title 7 / Chapter 67 / Section 67.095
67.095 Transfer of partnership property
Status: in_force

(1) Partnership property may be transferred as follows:

(a) Partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the name of the partnership.

(b) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(c) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(2) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under ORS 67.090 (Partner agent of partnership) and:

(a) As to a subsequent transferee who gave value for property transferred under subsection (1)(a) and (b) of this section, proves that prior to the transfer to the subsequent transferee, the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or

(b) As to a transferee who gave value for property transferred under subsection (1)(c) of this section, proves that prior to the transfer to the transferee, the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

(3) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (2) of this section, from any earlier transferee of the property.

(4) If a person holds all the partners’ interests in the partnership, all the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document. [1997 c.775 §12]

Source: Section 67.095 — Transfer of partnership property , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 63.724 — OR Code / Title 7 / Chapter 63 / Section 63.724
63.724 Change of registered office or registered agent of foreign limited liability company
Status: in_force

(1) A foreign limited liability company authorized to transact business in this state 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 foreign limited liability company;

(b) If the registered office is to be changed, the street 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 a statement that the new agent has consented to the appointment; and

(d) That after the change or changes are made, the street addresses of the 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 foreign limited liability company for which the agent is the registered agent by notifying the foreign 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 of change that complies with the requirement of subsection (1) of this section and states that the foreign 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 foreign limited liability company. [1993 c.173 §82]

Source: Section 63.724 — Change of registered office or registered agent of foreign limited liability company , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 59.235 — OR Code / Title 7 / Chapter 59 / Section 59.235
59.235 General supervision over persons dealing in securities
Status: in_force

Subject to section 18 of the Securities Act of 1933, as amended, section 15 of the Securities Exchange Act of 1934, as amended, and sections 203A and 222 of the Investment Advisers Act of 1940, as amended, the Director of the Department of Consumer and Business Services shall have general supervision and control over all issuers, registrants of securities, broker-dealers, federal covered investment advisers, state investment advisers, investment adviser representatives and salespersons residing or doing business in this state and engaged in any activity with respect to securities or any aspect of the securities business. All such persons and their records and everything connected with their activities shall be subject to examination by the director at any time. The provisions of this section and of any section of the Oregon Securities Law relating to examinations shall extend to any person who should have been licensed as a broker-dealer, state investment adviser, investment adviser representative or salesperson, any person exempted by rule from those definitions or any person whose license has expired or has been withdrawn, canceled, suspended or revoked. The director may collect from each such person the actual expenses incurred in that examination. [1967 c.537 §21; 1985 c.349 §24; 1987 c.603 §17; 1989 c.197 §15; 1993 c.508 §37; 1997 c.772 §22]

Source: Section 59.235 — General supervision over persons dealing in securities , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 59.225 — OR Code / Title 7 / Chapter 59 / Section 59.225
59.225 Cancellation of license or application
Status: in_force

(1) If the Director of the Department of Consumer and Business Services finds that an applicant or licensee has ceased to do business as a broker-dealer, state investment adviser, investment adviser representative or salesperson, or has failed to maintain a bond or other security required by ORS 59.175 (Procedures for notice filing and licensing) (4), or has failed to maintain an errors and omissions insurance policy required by ORS 59.175 (Procedures for notice filing and licensing) (5), or is subject to an adjudication of mental incompetence or to the control of a conservator or guardian, or cannot be located after reasonable search, the director may cancel the license or application.

(2) Intentionally left blank —Ed.

(a) A broker-dealer, state investment adviser, investment adviser representative or salesperson may withdraw a license by filing an application to withdraw. Unless the director determines that the license should be suspended or revoked, the director shall allow the withdrawal subject to any conditions, limitations and restrictions the director may impose.

(b) A federal covered investment adviser may terminate a notice filing pursuant to ORS 59.165 (Licensing of broker-dealers, investment advisers and salespersons required) (7) by providing the director with written notice of such termination in accordance with the procedures established by the director.

(3) When an investment adviser representative of a federal covered investment adviser begins or terminates an association with such federal covered investment adviser, the federal covered investment adviser or investment adviser representative shall promptly notify the director in writing in accordance with the procedures established by the director.

(4) The suspension of a license of a broker-dealer or state investment adviser shall suspend the license of any salesperson of the broker-dealer or the license of any investment adviser representative of the state investment adviser. The revocation, cancellation, withdrawal or expiration of a license of a broker-dealer or state investment adviser shall cancel the license of any salesperson of the broker-dealer or the license of any investment adviser representative of the state investment adviser.

(5) The suspension of a registration of securities suspends the license of any salesperson licensed to the issuer or owner of the securities. The revocation, cancellation, withdrawal or expiration of the registration of securities cancels the license of any salesperson licensed to the issuer or owner of the securities. [1967 c.537 §20(3), (4), (5); 1985 c.349 §23; 1987 c.603 §16; 1989 c.197 §14; 1993 c.508 §36; 1997 c.772 §21; 2017 c.313 §2]

Source: Section 59.225 — Cancellation of license or application; application for withdrawal; effect of suspension or revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 65.411 — OR Code / Title 7 / Chapter 65 / Section 65.411
65.411 Insurance
Status: in_force

A corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The corporation may purchase and maintain the insurance even if the corporation has no power to indemnify the individual against the same liability under ORS 65.391 (Authority to indemnify) or 65.394 (Mandatory indemnification) . [1989 c.1010 §105]

Source: Section 65.411 — Insurance , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.478 — OR Code / Title 7 / Chapter 60 / Section 60.478
60.478 Effect of conversion
Status: in_force

(1) When a conversion to or from a corporation pursuant to ORS 60.472 (Conversion) takes effect:

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

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

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

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

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

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

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

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

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

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

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

(a) In the case of shareholders of a corporation, the right to dissent and obtain payment of the fair value of the shareholder’s shares as provided in ORS 60.551 (Definitions for ORS 60.551 to 60.594) to 60.594 (Court costs and counsel fees) ; and

(b) In the case of owners of business entities other than corporations, the rights provided in the statutes, common law and private agreements applicable to the business entity prior to conversion, including, without limitation, any rights to dissent, to dissociate, to withdraw, to recover for breach of any duty or obligation owed by the other owners, and to obtain an appraisal or payment for the value of an owner’s interest. [1999 c.362 §10; 2001 c.315 §2]

Source: Section 60.478 — Effect of conversion; assumed business name , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.807 — OR Code / Title 7 / Chapter 60 / Section 60.807
60.807 Voting rights of control shares
Status: in_force

(1) Control shares acquired in a control share acquisition have no voting rights other than those provided for in subsection (2)(a) of this section, unless the restoration of the voting rights associated with the shares before the control share acquisition is approved by the shareholders of the issuing public corporation.

(2) To be approved under this section, the restoration of voting rights for control shares must be approved by:

(a) The holders of the voting shares, including all interested shares, by a majority of all the votes entitled to be cast by holders of voting shares; and

(b) The holders of the voting shares, excluding all interested shares, by a majority of all the votes, other than votes of interested shares, entitled to be cast by holders of voting shares. [1989 c.4 §3]

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

Source: Section 60.807 — Voting rights of control shares , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 63.781 — OR Code / Title 7 / Chapter 63 / Section 63.781
63.781 Court-ordered inspection
Status: in_force

(1) If a limited liability company does not allow a member to inspect and copy any records required to be available for inspection, the circuit court of the county where the limited liability company’s principal office is located, or, if the principal office is not in this state, where its registered office is or was last located, may summarily order inspection and copying of the records demanded at the company’s expense upon application of the member.

(2) If a limited liability company does not within a reasonable time allow a member to inspect and copy any other record, the member may apply to the circuit court in the county where the company’s principal office is located, or, if the principal office is not in this state, where its registered office is or was last located, 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 limited liability company to pay the member’s costs, including reasonable counsel fees, incurred to obtain the order unless the company proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member 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 member.

(5) No order shall be issued under this section without notice to the limited liability company at least five days in advance of the time specified for the hearing unless a different period is fixed by the court. The member’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 hearings on preliminary injunctions under ORCP 79 B(3). [1993 c.173 §98]

Source: Section 63.781 — Court-ordered inspection , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 60.276 — OR Code / Title 7 / Chapter 60 / Section 60.276
60.276 Ratification by board of directors
Status: in_force

(1) Except as provided in ORS 60.273 (Defective corporate action) (2), a corporation’s board of directors may ratify a defective corporate action only in accordance with this section. In a notice of a proposal to ratify the defective corporate action, the corporation shall:

(a) Identify the defective corporate action the proposal seeks to ratify and, if the defective corporate action involved an issuance of putative shares, the number and type of putative shares the corporation purportedly issued;

(b) State the date on which the defective corporate action occurred;

(c) Describe the nature of the failure of authorization or overissue that resulted in the corporate action becoming a defective corporate action; and

(d) State that the board of directors intends to ratify the defective corporate action.

(2) If the board of directors proposes to ratify a defective corporate action that relates to the election under ORS 60.057 (Organization of corporation) of the initial board of directors, a majority of the individuals who are exercising the powers of the corporation’s directors, in a notice of the proposal to ratify the defective corporate action, shall:

(a) Identify the person or persons who first took action in the name of the corporation as the initial board of directors;

(b) State the date on which, as appropriate, the person or persons:

(A) First took the action; or

(B) Were purportedly elected as the initial board of directors;

(c) Describe the nature of the failure of authorization that resulted in the corporate action becoming a defective corporate action; and

(d) State that the board of directors intends to ratify the defective corporate action.

(3) If the board of directors takes action to ratify a defective corporate action, the board shall submit the ratification to the shareholders for approval in accordance with ORS 60.279 (Quorum) if a provision of this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party requires shareholder approval of the ratification or would have required shareholder approval of the defective corporate action on the date of the defective corporate action.

(4) Unless the proposal for ratification under subsection (1) of this section provides otherwise, after the board of directors ratifies the defective corporate action and the shareholders, if required, approve the ratification, the board of directors may abandon the ratification at any time before the effective date of validation without further action from the shareholders. [2019 c.325 §4]

Source: Section 60.276 — Ratification by board of directors; procedure; submission to shareholders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 59.750 — OR Code / Title 7 / Chapter 59 / Section 59.750
59.750 Receipt or communication of prices for purpose of forbidden contract
Status: in_force

No person shall receive, communicate, exhibit or display in any manner any statement of quotations or prices of securities or commodities with an intent to make or offer to make, or to assist in making, or offering to make any contract prohibited by ORS 59.720 (Application of ORS 59.710 to 59.830 to real estate contracts and brokers) to 59.810 (Delivery to customer of true statement of purchase or sale made by broker) .

Source: Section 59.750 — Receipt or communication of prices for purpose of forbidden contract , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.314 — OR Code / Title 7 / Chapter 60 / Section 60.314
60.314 Terms of directors generally
Status: in_force

(1) The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected.

(2) The terms of all other directors expire at the next annual shareholders’ meeting following their election unless their terms are staggered under ORS 60.317 (Staggered terms for directors) .

(3) A decrease in the number of directors does not shorten an incumbent director’s term.

(4) The term of a director elected by the board of directors to fill a vacancy expires at the next shareholders’ meeting at which directors are elected.

(5) Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected and qualifies or until there is a decrease in the number of directors. [1987 c.52 §72; 1989 c.1040 §20]

Source: Section 60.314 — Terms of directors generally , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.221 — OR Code / Title 7 / Chapter 65 / Section 65.221
65.221 Record date
Status: in_force

(1) The bylaws may fix or provide the manner of fixing the record date in order to determine the members entitled to notice of a members’ meeting, to demand a special meeting, to vote or to take any other lawful action. A determination of members must be made as of the time of close of transactions on the record date unless another time for doing so is specified at the time the record date is fixed. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as the record date. If a record date is not fixed, then:

(a) To determine the members entitled to notice of a members’ meeting, the record date is the day before the day on which first notice is mailed or otherwise transmitted to members in accordance with ORS 65.034 (Notice) , or if notice is waived, the day preceding the day on which the meeting is held.

(b) To determine the members entitled to demand a special meeting, the record date is as set forth in ORS 65.204 (Special meeting) (2).

(c) To determine the members entitled to take action without a meeting, the record date is as set forth in ORS 65.211 (Action without meeting) (2).

(d) To determine the members entitled to vote at a members’ meeting, the record date is the date of the meeting.

(e) To determine the members entitled to exercise any rights in respect to any other lawful action, the record date is the day on which the board adopts the resolution that relates to the other action, or the 60th day before the date of the other action, whichever is later.

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

(3) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board 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. [1989 c.1010 §58; 2013 c.158 §28; 2013 c.274 §10]

Source: Section 65.221 — Record date , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 59.005 — OR Code / Title 7 / Chapter 59 / Section 59.005
59.005 Short title
Status: in_force

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) may be cited as the Oregon Securities Law. [1967 c.537 §2]

Source: Section 59.005 — Short title , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 59.345 — OR Code / Title 7 / Chapter 59 / Section 59.345
59.345 When offer to sell or buy is made in this state
Status: in_force

(1) For the purpose of ORS 59.335 (Application of certain sections) , an offer to sell or to buy is made in this state, whether or not either party is then present in this state, when the offer:

(a) Originates from this state; or

(b) Is directed by the offeror to this state and received at the place to which it is directed (or at any post office in this state in the case of a mailed offer).

(2) Intentionally left blank —Ed.

(a) For the purpose of ORS 59.335 (Application of certain sections) , an offer to buy or to sell is accepted in this state when acceptance:

(A) Is communicated to the offeror in this state; and

(B) Has not previously been communicated to the offeror, orally or in writing, outside this state.

(b) Acceptance is communicated to the offeror in this state, whether or not either party is then present in this state, when the offeree directs it to the offeror in this state reasonably believing the offeror to be in this state and it is received at the place to which it is directed (or at any post office in this state in the case of a mailed acceptance).

(3) An offer to sell or to buy is not made in this state solely because:

(a) A publisher circulates or there is circulated on behalf of the publisher in this state any bona fide newspaper or other publication of general, regular, and paid circulation that is not published in this state, or that is published in this state but has had more than two-thirds of its circulation outside this state during the past 12 months; or

(b) A radio or television program originating outside this state is received in this state. [1967 c.537 §31(3),(4),(5)]

Source: Section 59.345 — When offer to sell or buy is made in this state , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 70.020 — OR Code / Title 7 / Chapter 70 / Section 70.020
70.020 Office in state
Status: in_force

Each limited partnership shall continuously maintain in this state an office at which the records referred to in ORS 70.050 (Records required in office in state) shall be kept. The office may be but need not be a place of business of the limited partnership in this state and may not be a commercial mail receiving agency, a mail forwarding business or a virtual office. [1985 c.677 §5; 2017 c.705 §28]

Source: Section 70.020 — Office in state , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 67.290 — OR Code / Title 7 / Chapter 67 / Section 67.290
67.290 Events causing dissolution and winding up of partnership business
Status: in_force

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:

(1) In a partnership at will, the express will of a majority of the partners, excluding any dissociated partner;

(2) In a partnership for a definite term or particular undertaking:

(a) The express will of all the partners, excluding any dissociated partner, to wind up the partnership business; or

(b) The expiration of the term or the completion of the undertaking;

(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;

(4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;

(5) On application by a partner, a judicial determination that:

(a) The economic purpose of the partnership is likely to be unreasonably frustrated;

(b) Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner;

(c) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

(d) Other circumstances render a dissolution of the partnership and a winding up of its business equitable;

(6) On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business:

(a) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or

(b) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer; or

(7) There are no longer two or more partners carrying on as co-owners the business of the partnership for profit. [1997 c.775 §34]

Source: Section 67.290 — Events causing dissolution and winding up of partnership business , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 63.024 — OR Code / Title 7 / Chapter 63 / Section 63.024
63.024 Evidentiary effect of copy of filed document
Status: in_force

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

(2) The provisions of ORS 56.110 (Evidentiary effect of certificates and other documents issued by Secretary of State) shall apply to all documents filed pursuant to this chapter. [1993 c.173 §10]

Source: Section 63.024 — Evidentiary effect of copy of filed document , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 58.381 — OR Code / Title 7 / Chapter 58 / Section 58.381
58.381 Proxies
Status: in_force

(1) A proxy to vote the shares of a professional corporation organized for the purpose of practicing medicine may be given under the following conditions:

(a) If the shareholder granting the proxy is a physician licensed in this state to practice medicine, the proxy may be given only to a shareholder of the same corporation who is also a physician licensed in this state to practice medicine, or to an attorney licensed to practice law in this state or another person similarly licensed.

(b) If the shareholder granting the proxy is not a physician licensed in this state to practice medicine, the proxy may be given only to another shareholder of the same corporation, whether or not the other shareholder is a physician licensed in this state to practice medicine, or to an attorney licensed to practice law in this state or another person similarly licensed.

(2) No voting trust may be created to vote the shares of a professional corporation organized for the purpose of practicing medicine.

(3) Two or more shareholders of a professional corporation organized for the purpose of practicing medicine may enter into a voting agreement provided that the voting agreement does not transfer voting rights from a shareholder who is a physician licensed in this state to practice medicine to a shareholder who is not so licensed. Notwithstanding any provision of this subsection, voting rights may be transferred to an attorney licensed to practice law in this state or another person similarly licensed. [1997 c.774 §20]

Source: Section 58.381 — Proxies , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 70.305 — OR Code / Title 7 / Chapter 70 / Section 70.305
70.305 Death, incompetency, dissolution or termination of partner
Status: in_force

(1) If a partner who is an individual dies or a court of competent jurisdiction adjudges the partner to be incompetent to manage the partner’s person or property, the partner’s executor, administrator, guardian, conservator or other legal representative may exercise all the partner’s rights for the purpose of settling the partner’s estate or administering the partner’s property, including any power the partner held to give an assignee the right to become a limited partner.

(2) If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor. [1985 c.677 §44]

Source: Section 70.305 — Death, incompetency, dissolution or termination of partner , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 65.954 — OR Code / Title 7 / Chapter 65 / Section 65.954
65.954 Reservation of power to amend or repeal
Status: repealed

All or part of this chapter may be amended, repealed or modified at any time and all domestic and foreign corporations subject to this chapter are governed by the amendment, repeal or modification. [1989 c.1010 §2]

Source: Section 65.954 — Reservation of power to amend or repeal , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.090 — OR Code / Title 7 / Chapter 67 / Section 67.090
67.090 Partner agent of partnership
Status: in_force

(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the name of the partnership, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.

(2) An act of a partner that is not for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership, binds the partnership only if the act was authorized by the other partners. [1997 c.775 §11]

Source: Section 67.090 — Partner agent of partnership , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 62.305 — OR Code / Title 7 / Chapter 62 / Section 62.305
62.305 Taking action without meeting
Status: in_force

Any action required by this chapter to be taken at a meeting of the members or directors of a cooperative, or any other action which may be taken at a meeting of the members, directors or members of the executive committee, and any matter on which shareholders are entitled to vote under this chapter, may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all of the members, directors, executive committee members or shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote at a meeting. Unless the consent specifies a different effective date, action taken under this section is effective when the last member, director, member of the executive committee or shareholder entitled to vote, signs the consent. [1957 c.716 §28; 1995 c.195 §11]

Source: Section 62.305 — Taking action without meeting; effective date of action , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 63.810 — OR Code / Title 7 / Chapter 63 / Section 63.810
63.810 Taxation of limited liability companies and members
Status: in_force

For purposes of ORS 320.005 (Definitions for ORS 320.005 to 320.150) to 320.150 (Oregon State Lottery assistance in tax collection responsibilities) and ORS chapters 305, 306, 307, 308, 308A, 309, 310, 311, 312, 314, 315, 316, 317, 318, 319, 321, 323 and 324, a limited liability company formed under this chapter or qualified to do business in this state as a foreign limited liability company shall be classified in the same manner as it is classified for federal income tax purposes. For purposes of ORS 320.005 (Definitions for ORS 320.005 to 320.150) to 320.150 (Oregon State Lottery assistance in tax collection responsibilities) and ORS chapters 305, 306, 307, 308, 308A, 309, 310, 311, 312, 314, 315, 316, 317, 318, 319, 321, 323 and 324, a member or an assignee of a member of a limited liability company formed under this chapter or qualified to do business in this state as a foreign limited liability company shall have the same status as the member or assignee of a member has for federal income tax purposes. [1993 c.173 §101; 1997 c.646 §13; 1999 c.557 §1; 2009 c.33 §1]

Source: Section 63.810 — Taxation of limited liability companies and members , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 59.025 — OR Code / Title 7 / Chapter 59 / Section 59.025
59.025 Securities exempt from registration
Status: in_force

The following securities are exempt from ORS 59.049 (Federal covered securities exempt from registration) and 59.055 (Conditions of offer and sale of securities) :

(1) Intentionally left blank —Ed.

(a) A security issued or guaranteed by the United States or a state, or by a political subdivision, agency or other instrumentality of the United States or a state.

(b) Any other security offered in connection with or as part of a security described in paragraph (a) of this subsection, if the security cannot be severed and sold separately from the security in paragraph (a) of this subsection.

(2) A security issued or guaranteed by a foreign government with which the United States is at the time of the sale maintaining diplomatic relations, or by a state, province or political subdivision of the foreign government that has the power of taxation or assessment, if the foreign government, state, province or political subdivision recognizes the security as a valid obligation.

(3) A security that represents an interest in or a direct obligation of, or is guaranteed by, a national bank, a federal savings and loan association, a federal credit union, a federal land bank or joint stock land bank or a national farm loan association.

(4) Any of the following securities:

(a) A security that, at the time the security is issued, is listed or approved for listing on the New York Stock Exchange, the American Stock Exchange, the Midwest Stock Exchange, the Pacific Stock Exchange or any other exchange that the Director of the Department of Consumer and Business Services recognizes by rule;

(b) A security that the NASDAQ Stock Market, NASDAQ Options Market or NASDAQ OMX Futures Exchange has designated or approved for designation at the time the security was issued;

(c) Any other security issued by a person or entity that issues a security listed or designated under paragraph (a) or (b) of this subsection, if the other security is of senior or substantially equal rank to the listed or designated security;

(d) A security issuable under rights or warrants listed or approved under paragraph (a), (b) or (c) of this subsection; or

(e) A warrant or right to purchase or subscribe to any security described in paragraph (a), (b), (c) or (d) of this subsection.

(5) A security that maintains a rating that the director approves in a recognized securities manual.

(6) A security that represents an interest in or a direct obligation of, and that has been or will be issued by, a bank, trust company, savings and loan association or credit union and that is subject to the examination, supervision and control of a regulatory agency of this state.

(7) Commercial paper issued, given or acquired in a bona fide way in the ordinary course of legitimate business, trade or commerce, if the commercial paper is not made the subject of a public offering.

(8) A security, the issuance of which the Public Utility Commission authorizes, supervises, regulates or controls, if the Public Utility Commission directly or indirectly supervises, regulates or controls the person or entity that issues the security.

(9) Stock or membership certificates that an agricultural cooperative corporation or irrigation association issues, if the agricultural cooperative corporation or irrigation association issues the stock or membership certificate as evidence of membership in the cooperative or association, as a patronage dividend or as evidence of a member’s or a patron’s respective interests in reserves or patronage dividends. This exemption does not apply to a cooperative or association that expects to engage in or is engaged in producing, processing or marketing forest products.

(10) Stock or membership certificates that a fishing cooperative corporation issues to members of the fishing cooperative corporation either for the purpose of showing membership or for the purpose of showing the members’ respective interests in reserves or patronage dividends. For purposes of this subsection, a fishing cooperative corporation is an association of persons engaged commercially in harvesting, marketing or processing products of aquatic life from fresh and salt water, that is formed or operated under ORS chapter 62 with the purpose of commercially harvesting, marketing or processing such products or engaging in group bargaining with respect to the sale of such products.

(11) Stock or membership certificates issued by an association of consumers that is formed or operated under ORS chapter 62 with the purpose of providing groceries to the association’s members, if the association issues the stock or certificates to members either for the purpose of showing membership in the association or for the purpose of showing the members’ respective interests in patronage dividends or reserves. For purposes of the exemption under this subsection:

(a) The price of stock or a membership certificate may not exceed $300.

(b) The benefits must be limited to discounts on purchases or patronage dividends, or any combination of discounts and dividends.

(c) The association may issue only one stock or membership certificate to an individual.

(12) Subject to conditions that the director adopts by rule, stock or membership certificates that a renewable energy cooperative corporation issues to members of the cooperative corporation, if the cooperative corporation issues the stock or certificates to members either to show membership in the cooperative corporation or to show the members’ respective interests in or entitlement to assets, reserves or dividends. For the purpose of this subsection, a renewable energy cooperative corporation is an association of persons that is organized as a cooperative corporation under ORS chapter 62 with the purpose of developing and operating facilities to generate electricity from renewable energy resources, as defined in ORS 757.600 (Definitions for ORS 757.600 to 757.687) (27)(a), (c) and (d), or from a type of energy listed in ORS 469A.025 (Renewable energy sources) (1)(c).

(13) Any security issued in connection with an employee stock purchase, savings, pension, profit sharing or similar employee benefit plan, provided that:

(a) The plan meets the requirements for qualification under section 401 of the Internal Revenue Code of 1986; and

(b) The terms of the plan are fair, just and equitable to employees under rules of the director.

(14) Any security issued by a person that is:

(a) Organized and operated exclusively for a religious, educational, benevolent, fraternal, charitable or reformatory purpose and not for pecuniary profit;

(b) Organized or constituted so that the person’s net earnings do not inure to the benefit of any person, private stockholder, or individual; and

(c) Designated by rule of the director.

(15) Any other security the director exempts by rule. [1967 c.537 §4; 1969 c.688 §1; 1973 c.428 §9; 1975 c.491 §2; 1985 c.193 §1; 1985 c.349 §2a; 1987 c.603 §1a; 1987 c.677 §9; 1989 c.171 §6; 1989 c.197 §2; 1991 c.67 §10; 1993 c.18 §14; 1997 c.772 §2; 2014 c.69 §1; 2023 c.529 §10]

Source: Section 59.025 — Securities exempt from registration , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 60.777 — OR Code / Title 7 / Chapter 60 / Section 60.777
60.777 Scope of inspection right
Status: in_force

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

(2) The right to copy records under ORS 60.774 (Inspection of records by shareholders) includes, if reasonable, the right to receive copies made by photographic, xerographic or other means.

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

(4) The corporation may comply with a shareholder’s demand to inspect the record of shareholders under ORS 60.774 (Inspection of records by shareholders) (2)(c) by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder’s demand. [1987 c.52 §171]

Source: Section 60.777 — Scope of inspection right , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 67.670 — OR Code / Title 7 / Chapter 67 / Section 67.670
67.670 Appeal from denial of reinstatement
Status: in_force

(1) If the Secretary of State denies a limited liability partnership’s application for reinstatement following administrative revocation of its registration as a limited liability partnership, the Secretary of State shall give written notice to the limited liability partnership that explains the reason or reasons for denial.

(2) The limited liability partnership may appeal the denial of reinstatement pursuant to the provisions of ORS chapter 183. [1997 c.775 §66]

Source: Section 67.670 — Appeal from denial of reinstatement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 60.764 — OR Code / Title 7 / Chapter 60 / Section 60.764
60.764 Duties of, standard of conduct for and liabilities of officers and managers of benefit company
Status: in_force

(1) A member that has management duties with respect to a benefit company, or an officer or a manager of a benefit company, shall act in the best interests of the benefit company and shall discharge the member’s, officer’s or manager’s duties as provided in ORS 60.374 (Duties of officers) and 60.377 (Standard of conduct for officers) or in ORS 63.155 (Duties and standard of conduct) , as appropriate for the benefit company’s form of organization. In addition, the member, officer or manager shall consider the effects of an action of the member, officer or manager or of the benefit company, or of a decision not to act:

(a) To the extent the member, officer or manager has the discretion to take the action or to decide not to act;

(b) If, in the member’s, officer’s or manager’s reasonable judgment, the action or decision not to act may have a material effect on the general public benefit or a specific public benefit the benefit company provides; and

(c) In accordance with the provisions of ORS 60.760 (Duties of, standard of conduct for and liabilities of governor of benefit company) (1) to (3) for a governor’s consideration of the effects of the action or the decision not to act.

(2) A member’s, officer’s or manager’s consideration under this section of the effects of an action, or a decision not to act, is in accordance with ORS 60.374 (Duties of officers) and 60.377 (Standard of conduct for officers) or with ORS 63.155 (Duties and standard of conduct) , as appropriate for the benefit company’s form of organization, as those provisions apply to a member, officer or manager of a benefit company.

(3) Intentionally left blank —Ed.

(a) A member, officer or manager 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 member, officer or manager discharged the member’s, officer’s or manager’s duties in accordance with this section and with ORS 60.374 (Duties of officers) and 60.377 (Standard of conduct for officers) or with ORS 63.155 (Duties and standard of conduct) , as appropriate for the benefit company’s form of organization.

(b) A member, officer or manager 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 member, officer or manager 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 §8]

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

Source: Section 60.764 — Duties of, standard of conduct for and liabilities of officers and managers of benefit company , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.038 — OR Code / Title 7 / Chapter 65 / Section 65.038
65.038 Judicial relief
Status: in_force

(1) Intentionally left blank —Ed.

(a) If a corporation asserts that calling or conducting a meeting of the corporation’s members, delegates or directors or otherwise obtaining consent from the members, delegates or directors in accordance with the corporation’s articles of incorporation or bylaws or in accordance with this chapter is impractical or impossible, or if the corporation cannot identify the corporation’s members or directors, a director, an officer, a delegate, a member or the Attorney General may petition for an order to call or conduct a meeting or an order to identify the corporation’s members or directors. The director, officer, delegate, member or the Attorney General shall submit the petition to the circuit court for the county in this state that the corporation’s last filed annual report, the articles of incorporation or an application for authority to transact business in this state identifies as the location of the corporation’s principal office. If the annual report, the articles of incorporation or the application does not identify the county in which the principal office is located, the director, officer, delegate, member or the Attorney General may petition for an order from the circuit court of Marion County or Multnomah County.

(b) In an order under paragraph (a) of this subsection, the court may:

(A) Direct the corporation to call a meeting and provide a written ballot or other form of obtaining the vote of members, delegates or directors in any manner that the court finds is fair and equitable under the circumstances; or

(B) Determine who the members or directors of the corporation are or amend the articles of incorporation to state that the corporation does not have members.

(2) The court shall, in an order issued under this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles of incorporation, bylaws and this chapter, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply.

(3) An order that a court issues in accordance with this section may for good cause shown dispense with any requirement to hold a meeting or to obtain votes, including any requirement that the articles of incorporation, bylaws or this chapter might otherwise impose as to quorum or as to the number or percentage of votes needed to approve an act.

(4) Whenever practical, a court in any order issued under this section shall limit the subject matter of meetings or other forms of consent judicially authorized to those items, including amendments to the articles of incorporation or bylaws, the resolution of which will or may enable the corporation to continue managing the corporation’s affairs without further resort to this section. An order issued under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger or sale of assets.

(5) Any meeting or other method of obtaining the vote of members, delegates or directors conducted pursuant to an order issued under this section, and which complies with all the provisions of the order, is for all purposes a valid meeting or vote, as the case may be, and has the same force and effect as if the meeting or method of obtaining the vote complied with every requirement imposed by the articles of incorporation, bylaws and this chapter. [1989 c.1010 §17; 2019 c.174 §16]

Source: Section 65.038 — Judicial relief , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 70.225 — OR Code / Title 7 / Chapter 70 / Section 70.225
70.225 Form of contribution
Status: in_force

The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. [1985 c.677 §28]

Source: Section 70.225 — Form of contribution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.001 — OR Code / Title 7 / Chapter 60 / Section 60.001
60.001 Definitions
Status: in_force

As used in this chapter:

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

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

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

(2) “Articles of incorporation” means the articles described in ORS 60.047 (Articles of incorporation) , amended and restated articles of incorporation, articles of conversion or articles of merger.

(3) “Authorized shares” means the shares of all classes that a domestic or foreign corporation is authorized to issue.

(4) “Conspicuous” means written, printed, typed, displayed or otherwise presented so that a reasonable person against whom a writing is to operate should have noticed the writing as a consequence of a use of a method to draw attention to the writing, such as italics, boldface, contrasting color, capitalization or underlining.

(5) “Corporation” or “domestic corporation” means a corporation for profit that is incorporated under or subject to the provisions of this chapter and that is not a foreign corporation.

(6) “Delivery” means any method of delivery used in conventional commercial practice, including by hand, mail, commercial delivery and, in accordance with ORS 60.034 (Notice) , electronic transmission.

(7) “Distribution” means a direct or indirect transfer of money or other property, except of a corporation’s own shares, or a corporation’s incurrence of indebtedness to or for the benefit of the corporation’s shareholders in respect of any of the corporation’s shares, in the form of a declaration or payment of a dividend, a purchase, redemption or other acquisition of shares, a distribution of indebtedness, or otherwise.

(8) “Document” means:

(a) A medium that embodies information in tangible form, including any writing or written instrument; or

(b) An electronic medium that embodies information that a person may retain, retrieve and reproduce, in tangible form or otherwise, by means of an automated process that is used in conventional commercial practice, except as otherwise provided in ORS 60.034 (Notice) (4)(c).

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

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

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

(12) “Electronic notice revocation” means a notice in which a person states that the person will not accept delivery of certain communications by means of electronic transmission.

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

(14) “Electronic transmission” means a form or process of communication that does not directly involve physically transferring paper or another tangible medium and that enables a recipient to retain, retrieve and reproduce information by means of an automated process that is used in conventional commercial practice, except as provided in ORS 60.034 (Notice) (4)(c).

(15) “Employee” includes an officer but not a director, unless the director accepts duties that make the director also an employee.

(16) “Entity” means a corporation, foreign corporation, nonprofit corporation, profit or nonprofit unincorporated association, business trust, partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government and any foreign government.

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

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

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

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

(21) “Governmental subdivision” includes an authority, county, district and municipality.

(22) “Individual” means a natural person or the estate of an incompetent individual or a deceased individual.

(23) “Office,” when used to refer to the administrative unit directed by the Secretary of State, means the office of the Secretary of State.

(24) “Person” means an individual or entity.

(25) Intentionally left blank —Ed.

(a) “Principal office” means the physical street address of an office, in or out of this state, where the principal executive offices of a domestic or foreign corporation are located and designated in the annual report or in the application for authority to transact business in this state.

(b) “Principal office” does not include a commercial mail receiving agency, a mail forwarding business or a virtual office.

(26) “Proceeding” means a civil, criminal, administrative or investigatory action.

(27) “Record date” means the date established under this chapter on which a corporation determines the identity of the corporation’s shareholders and their shareholdings for purposes of this chapter.

(28) “Remote communication” means any method by which a person that is not physically present at the location at which a meeting occurs may nevertheless hear or otherwise communicate at substantially the same time with other persons at the meeting and have access to materials necessary to participate or vote in the meeting to the extent of the person’s authorization to participate or vote.

(29) “Share” means a unit into which the proprietary interest in a corporation is divided.

(30) “Shareholder” means a person in whose name a share is registered in the records of a corporation or the beneficial owner of a share to the extent of the rights granted by a nominee certificate on file with a corporation.

(31) “Shell entity” means an entity that has the characteristics described in ORS 60.661 (Grounds for judicial dissolution) (1)(a)(C)(i).

(32) “Sign” means to indicate a present intent to authenticate or adopt a document by:

(a) Affixing a symbol to the document;

(b) Inscribing or affixing a manual, facsimile or conformed signature on the document; or

(c) Attaching to, or logically associating with, an electronic transmission any electronic sound, symbol or process, including an electronic signature.

(33) “Signature” means any embodiment of a person’s intent to sign a document.

(34) “Single voting group” means a voting group, the shares of which are entitled by the articles of incorporation or this chapter to vote generally on a matter.

(35) “State,” when referring to a part of the United States, means a state, commonwealth, territory or insular possession of the United States and the agencies and governmental subdivisions of the state, commonwealth, territory or insular possession.

(36) “Subscriber” means a person who subscribes for shares in a corporation, whether before or after incorporation.

(37) “United States” means the federal government or a district, authority, bureau, commission, department or any other agency of the United States.

(38) “Voting group” means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders.

(39) “Written” means embodied as a document. [1987 c.414 §64; 1989 c.1040 §2; 1999 c.362 §3; 1999 c.371 §2; 2001 c.104 §16; 2001 c.315 §32; 2003 c.80 §1; 2005 c.107 §1; 2009 c.14 §1; 2009 c.294 §4; 2013 c.158 §19; 2013 c.274 §1; 2017 c.705 §§8,8a]

Source: Section 60.001 — Definitions , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.994 — OR Code / Title 7 / Chapter 60 / Section 60.994
60.994 Liability for certain actions in connection with operation of shell entity
Status: in_force

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

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

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

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

Source: Section 60.994 — Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.269 — OR Code / Title 7 / Chapter 65 / Section 65.269
65.269 Quorum
Status: in_force

(1) Quorum and voting requirements that applied to the board of directors at the time a corporation took a defective corporate action apply also to the board of directors in taking an action to ratify the defective corporate action.

(2) Intentionally left blank —Ed.

(a) Except as provided in paragraph (b) of this subsection, if the members of a corporation must, under ORS 65.266 (Ratification by board of directors) (3), approve a ratification of a defective corporate action at a meeting, the corporation shall send notice of the meeting to each person, whether or not the person may vote, that is a member of the corporation on:

(A) The record date for notice of the meeting; and

(B) The date of the defective corporate action.

(b) A corporation need not send notice to a person that is a member if the corporation cannot determine from the corporation’s records the person’s identity or contact information for notice.

(3) A notice under subsection (2) of this section must:

(a) State that the purpose, or one of the purposes, of the meeting is to consider an approval of the ratification of a defective corporate action.

(b) Include a copy of the action the board of directors took in accordance with, or information required under, ORS 65.266 (Ratification by board of directors) .

(c) Intentionally left blank —Ed.

(A) Except as provided in subparagraph (B) of this paragraph, state conspicuously the calendar date by which a person that wishes to challenge the ratification must bring an action in a court of this state under ORS 65.281 (Judicial review of corporate action) . The calendar date must be within 120 days after the later of the effective date of validation or the date of the notice.

(B) If at the time that the corporation sends notice under this section the corporation cannot state the calendar date by which a person must bring an action in a court of this state under ORS 65.281 (Judicial review of corporate action) , the notice must:

(i) State the date on which the corporation anticipates that a person must bring an action; or

(ii) State that a person may contact the corporation to determine the exact date by which the person must bring the action and provide the information necessary to contact the corporation.

(4) Intentionally left blank —Ed.

(a) Except as provided in paragraph (b) of this subsection, if a board of directors’ ratification of a defective corporate action under ORS 65.266 (Ratification by board of directors) requires member approval, the quorum and voting requirements that applied to members at the time the members approved the defective corporate action apply also to the members’ approval of the ratification of the defective corporate action.

(b) Member approval of a ratification of an election of a director requires that at a meeting at which a quorum is present the number of votes that members cast that favor the ratification exceeds the number of votes that members cast that oppose the ratification. [2019 c.325 §14]

Source: Section 65.269 — Quorum; notice to shareholders of proposed ratification , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.011 — OR Code / Title 7 / Chapter 67 / Section 67.011
67.011 Filing requirements
Status: in_force

(1) Intentionally left blank —Ed.

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

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

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

(C) Include the information this chapter requires.

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

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

(b) The document may include:

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

(B) Arabic or Roman numerals and incidental punctuation; or

(C) An acknowledgement, verification or proof.

(2) Intentionally left blank —Ed.

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

(A) A partner;

(B) A receiver, trustee or other court-appointed fiduciary, if the partnership or limited liability partnership is subject to the control of the receiver, trustee or fiduciary; or

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

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

(3) Intentionally left blank —Ed.

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

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

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

(d) If a person completes with, or attaches to, a form described in paragraph (a) or (b) of this subsection information written in a language other than English, the person shall submit a reasonably authenticated English translation of the information along with the form. [Formerly 67.520; 2019 c.597 §6]

Source: Section 67.011 — Filing requirements , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 65.727 — OR Code / Title 7 / Chapter 65 / Section 65.727
65.727 Resignation of registered agent of foreign corporation
Status: in_force

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

(2) Upon receipt of the signed statement in proper form, the Secretary of State shall file the resignation statement. The copy of the statement given to the foreign corporation under subsection (1) of this section must be addressed to the foreign corporation at the foreign corporation’s mailing address or the foreign corporation’s principal office as shown on the records of the Secretary of State.

(3) The agency appointment is terminated, and the registered office discontinued if so provided in the signed statement under subsection (1) of this section on the 31st day after the date on which the Secretary of State filed the statement unless the foreign corporation sooner appoints a successor registered agent as provided in ORS 65.724 (Change of registered office or registered agent of foreign corporation) , thereby terminating the capacity of the prior agent. [1989 c.1010 §155; 1993 c.190 §8; 2019 c.174 §103]

Source: Section 65.727 — Resignation of registered agent of foreign corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.224 — OR Code / Title 7 / Chapter 60 / Section 60.224
60.224 Shareholders’ list for meeting
Status: in_force

(1) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. The list must be arranged by voting group, and within each voting group by class or series of shares and show the address of and number of shares held by each shareholder.

(2) The shareholders’ list must be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, the shareholder’s agent or attorney is entitled on written demand to inspect and, subject to the requirements of ORS 60.774 (Inspection of records by shareholders) (3), to copy the list during regular business hours and at the shareholder’s expense during the period it is available for inspection.

(3) The corporation shall make the shareholders’ list available at the meeting, and any shareholder, the shareholder’s agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.

(4) If the corporation refuses to allow a shareholder, the shareholder’s agent or attorney to inspect the shareholders’ list before or at the meeting or copy the list as permitted by subsection (2) of this section, on application of the shareholder, the circuit court of the county where a corporation’s principal office is located, or if the principal office is not in this state, where its registered office is or was last located, may enter a temporary restraining order or preliminary injunction pursuant to ORCP 79 ordering the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. The party initiating such a proceeding shall not be required to post an undertaking pursuant to ORCP 82 A.

(5) Refusal or failure to prepare or make available the shareholder’s list does not affect the validity of action taken at the meeting. [1987 c.52 §56]

Source: Section 60.224 — Shareholders’ list for meeting , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.661 — OR Code / Title 7 / Chapter 65 / Section 65.661
65.661 Grounds for judicial dissolution
Status: in_force

(1) A circuit court may dissolve a corporation:

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

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

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

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

(D) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted;

(E) The corporation is a public benefit corporation and is no longer able to carry out the public benefit corporation’s purposes or the Internal Revenue Service has revoked the public benefit corporation’s tax exempt status; or

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

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

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

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

(II) The corporation’s articles of incorporation, a record the corporation must keep under ORS 65.771 (Corporate records) or the corporation’s annual report is false, fraudulent or inadequate;

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

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

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

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

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

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

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

(E) The corporation is a public benefit corporation or religious corporation and is no longer able to carry out the public benefit corporation’s or religious corporation’s purposes;

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

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

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

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

(2) Before dissolving a corporation, the court shall consider whether:

(a) Reasonable alternatives to dissolution exist;

(b) Dissolution is in the public interest, if the corporation is a public benefit corporation; or

(c) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.

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

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

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

(4) A corporation may affirmatively defend against an allegation that the corporation is a shell entity by showing that the corporation, within 60 days after receiving a request to provide or correct a name, address or other information required for a filing or in articles of incorporation, a record the corporation must keep or an annual report, or within 60 days after the date of a request to respond to a communication or service of process, provided or corrected the name, address or other information or responded to the communication or service of process. [1989 c.1010 §142; 2019 c.174 §95]

Source: Section 65.661 — Grounds for judicial dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.714 — OR Code / Title 7 / Chapter 62 / Section 62.714
62.714 Notice of dissolution
Status: in_force

(1) A dissolved cooperative may also publish notice of its dissolution and request that persons with claims against the cooperative present them in accordance with the notice.

(2) The notice must:

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

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

(c) State that a claim against the cooperative will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.

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

(a) A claimant who did not receive written notice under ORS 62.712 (Disposition of known claims against dissolved cooperative) ;

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

(c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. [1995 c.195 §30]

Source: Section 62.714 — Notice of dissolution; presentation of claims against cooperative , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 60.121 — OR Code / Title 7 / Chapter 60 / Section 60.121
60.121 Service on corporation
Status: in_force

(1) The registered agent appointed by a corporation shall be an agent of the corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served.

(2) The Secretary of State shall be an agent of a corporation including a dissolved corporation upon whom any such process, notice or demand may be served whenever the corporation fails to appoint or maintain a registered agent in this state or whenever the corporation’s registered agent cannot with reasonable diligence be found at the registered office.

(3) Service shall be made on the Secretary of State by:

(a) Serving the Secretary of State or a clerk on duty at the office a copy of the process, notice or demand, with any papers required by law to be delivered in connection with the service, and the required fee for each party being served or by mailing to the office a copy of the process, notice or demand and the required fee for each party being served by certified or registered mail;

(b) Transmittal by the person instituting the proceedings of notice of the service on the Secretary of State and copy of the process, notice or demand and accompanying papers to the corporation being served by certified or registered mail:

(A) At the last registered office of the corporation as shown by the records on file in the office of the Secretary of State; and

(B) At such address the use of which the person initiating the proceedings knows or, on the basis of reasonable inquiry, has reason to believe is most likely to result in actual notice; and

(c) Filing with the appropriate court or other body, as part of the return of service, the return receipt of mailing and an affidavit of the person initiating the proceedings stating that this section has been complied with.

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

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

(6) Nothing contained in this section shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law, or enlarge the purposes for which service on the Secretary of State is permitted where such purposes are limited by other provisions of law. [1987 c.52 §32; 2007 c.71 §16]

Source: Section 60.121 — Service on corporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.651 — OR Code / Title 7 / Chapter 65 / Section 65.651
65.651 Procedure for and effect of administrative dissolution
Status: in_force

(1) If the Secretary of State determines that one or more grounds exist under ORS 65.647 (Grounds for administrative dissolution) for dissolving a corporation, the Secretary of State shall give the corporation written notice of that determination.

(2) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State, within 45 days after notice is given, that each of the grounds that the Secretary of State has determined to be a ground for the dissolution does not exist, the Secretary of State shall administratively dissolve the corporation, and in the case of a public benefit corporation shall notify the Attorney General in writing.

(3) A corporation administratively dissolved continues the corporation’s corporate existence but may not carry on any activities except those necessary or appropriate to wind up and liquidate the corporation’s affairs under ORS 65.637 (Effect of dissolution) and notify the corporation’s claimants under ORS 65.641 (Known claims against dissolved corporation) and 65.644 (Unknown claims against dissolved corporation) .

(4) The administrative dissolution of a corporation does not terminate the authority of the corporation’s registered agent. [1989 c.1010 §139; 1993 c.190 §6; 2013 c.159 §11]

Source: Section 65.651 — Procedure for and effect of administrative dissolution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.044 — OR Code / Title 7 / Chapter 65 / Section 65.044
65.044 Incorporators
Status: in_force

One or more individuals 18 years of age or older, a domestic or foreign corporation, a partnership or an association may act as incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. [1989 c.1010 §20]

Source: Section 65.044 — Incorporators , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.667 — OR Code / Title 7 / Chapter 65 / Section 65.667
65.667 Receivership or custodianship
Status: in_force

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

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

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

(a) The receiver:

(A) May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court, provided, however, that the receiver’s power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation; and

(B) May sue and defend in the receiver’s own name as receiver of the corporation in all courts of this state.

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

(4) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interest of the corporation and the corporation’s members and creditors.

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

(6) If applicable under ORS 37.040 (Applicability) , the Oregon Receivership Code controls over conflicting provisions of this section. [1989 c.1010 §144; 2017 c.358 §47; 2019 c.174 §97]

Source: Section 65.667 — Receivership or custodianship , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.325 — OR Code / Title 7 / Chapter 62 / Section 62.325
62.325 Voting requirements of articles
Status: in_force

Whenever the articles require the vote of a greater proportion of the members or shareholders than required by this chapter, the articles shall control. [1957 c.716 §30]

Source: Section 62.325 — Voting requirements of articles , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 63.121 — OR Code / Title 7 / Chapter 63 / Section 63.121
63.121 Service on limited liability company
Status: in_force

(1) The registered agent appointed by a limited liability company shall be an agent of the limited liability company upon whom any process, notice or demand required or permitted by law to be served upon the limited liability company may be served.

(2) The Secretary of State shall be an agent of a limited liability company including a dissolved limited liability company upon whom any such process, notice or demand may be served whenever the limited liability company fails to appoint or maintain a registered agent in this state or whenever the limited liability company’s registered agent cannot with reasonable diligence be found at the registered office.

(3) Service shall be made on the Secretary of State by:

(a) Serving on the Secretary of State or a clerk on duty at the office a copy of the process, notice or demand, with any papers required by law to be delivered in connection with the service, and the required fee for each party being served or by mailing to the office a copy of the process, notice or demand and the required fee for each party being served by certified or registered mail.

(b) Transmittal by the person instituting the proceedings of notice of the service on the Secretary of State and copy of the process, notice or demand and accompanying papers to the limited liability company being served by certified or registered mail:

(A) At the last registered office of the limited liability company as shown by the records on file in the office of the Secretary of State; and

(B) At such address of the use of which the person initiating the proceedings knows or, on the basis of reasonable inquiry, has reason to believe is most likely to result in actual notice.

(c) Filing with the appropriate court or other body, as part of the return of service, the return receipt of mailing and an affidavit of the person initiating the proceedings stating that this section has been complied with.

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

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

(6) Nothing contained in this section shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a limited liability company in any other manner now or hereafter permitted by law, or enlarge the purposes for which service on the Secretary of State is permitted where such purposes are limited by other provisions of law. [1993 c.173 §27]

Source: Section 63.121 — Service on limited liability company , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.047 — OR Code / Title 7 / Chapter 65 / Section 65.047
65.047 Articles of incorporation
Status: in_force

(1) Articles of incorporation formed in accordance with this chapter after October 3, 1989, must set forth:

(a) A corporate name for the corporation that satisfies the requirements of ORS 65.094 (Corporate name) ;

(b) One of the following statements or words of similar import:

(A) This corporation is a public benefit corporation;

(B) This corporation is a mutual benefit corporation; or

(C) This corporation is a religious corporation;

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

(d) The name and address of each incorporator;

(e) An alternate corporate mailing address which must be that of the principal office to which notices, as required by this chapter, may be mailed until the principal office of the corporation has been designated by the corporation in the corporation’s annual report;

(f) Whether or not the corporation will have members; and

(g) Provisions regarding the distribution of assets on dissolution.

(2) The articles of incorporation may set forth:

(a) The names and addresses of the initial directors;

(b) Provisions regarding:

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

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

(C) Defining, limiting and regulating the powers of the corporation, the corporation’s board of directors, and members or any class of members; and

(D) The characteristics, qualifications, rights, limitations and obligations attaching to each or any class of members;

(c) A provision eliminating or limiting the personal liability of a director or uncompensated officer to the corporation or the corporation’s members for monetary damages for conduct as a director or officer, provided that the provision may not eliminate or limit the liability of a director or officer for any act or omission occurring before the date on which the provision becomes effective, and the provision may not eliminate or limit the liability of a director or officer for:

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

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

(C) Any unlawful distribution;

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

(E) Any act or omission in violation of ORS 65.361 (Director conflict of interest) to 65.367 (Liability for unlawful distributions) ; and

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

(3) The incorporator or incorporators shall sign the articles of incorporation and before including the name of any individual as a director shall state that the incorporator or incorporators have obtained the consent of each director named to serve.

(4) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter but may restrict the powers in order to meet federal tax code requirements or for other purposes. [1989 c.1010 §21; 2019 c.174 §18]

Source: Section 65.047 — Articles of incorporation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 59.075 — OR Code / Title 7 / Chapter 59 / Section 59.075
59.075 Registration by director
Status: in_force

(1) The Director of the Department of Consumer and Business Services shall register the securities unless the director finds that registration should be denied on one or more of the grounds specified in ORS 59.105 (Denial, suspension or revocation of registration) . The securities may thereafter be sold in accordance with the registration and any conditions, limitations or restrictions imposed by the director.

(2) Every registration of securities and every notice filed under ORS 59.049 (Federal covered securities exempt from registration) shall expire one year after the date of the registration or effective date of the notice. The director may establish a different expiration date for purposes of coordination with any national registration or notice filing system. When a registration or notice filing is amended, the registration or notice filing expires one year after the date of the initial registration or effective date of the notice filing unless the amended registration or notice filing provides otherwise.

(3) The director by rule shall establish procedures for renewing registrations of securities and notice filings.

(4) Every renewal application and every renewal of a notice filing shall be accompanied by a fee computed in accordance with ORS 59.049 (Federal covered securities exempt from registration) or ORS 59.065 (Registration procedures) (2), as applicable. The fee is not refundable.

(5) If the director finds that no ground for suspension or revocation of the registration exists under ORS 59.105 (Denial, suspension or revocation of registration) , the director shall renew the registration, subject to any conditions, limitations and restrictions imposed by the director. The renewed registration or notice filing shall expire one year after the date of expiration of the original registration, or effective date of the notice filing or last renewal thereof. The director may establish a different expiration date for purposes of coordination with any national registration or notice filing system. [1967 c.537 §9; 1985 c.349 §12; 1987 c.603 §5; 1997 c.772 §8]

Source: Section 59.075 — Registration by director; expiration; renewal; fee; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html (accessed May 26, 2025).
ORS § 67.660 — OR Code / Title 7 / Chapter 67 / Section 67.660
67.660 Procedure for and effect of administrative revocation
Status: in_force

(1) If the Secretary of State determines that one or more grounds exist under ORS 67.655 (Grounds for administrative revocation) for revoking the registration of a limited liability partnership, the Secretary of State shall give the limited liability partnership written notice of the determination.

(2) If the limited liability partnership does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State within 45 days after notice is given that each ground determined by the Secretary of State does not exist, the Secretary of State shall revoke the registration of the partnership as a limited liability partnership. [1997 c.775 §64]

Source: Section 67.660 — Procedure for and effect of administrative revocation , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 63.235 — OR Code / Title 7 / Chapter 63 / Section 63.235
63.235 Liability for wrongful distribution
Status: in_force

(1) A member of a member-managed limited liability company or a member or manager of a manager-managed company who votes for or assents to a distribution made in violation of ORS 63.229 (Limitations on distribution) , the articles of organization or any operating agreement, is personally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without violating ORS 63.229 (Limitations on distribution) , the articles of organization or any operating agreement, if it is established that the member or manager did not perform the member’s or manager’s duties in compliance with ORS 63.155 (Duties and standard of conduct) .

(2) A member of a manager-managed limited liability company who receives a distribution knowing that it was made in violation of ORS 63.229 (Limitations on distribution) is personally liable to the limited liability company, but only to the extent that the distribution received by the member exceeded the amount that could have been properly paid under ORS 63.229 (Limitations on distribution) .

(3) A member or manager against whom an action is brought under subsection (1) of this section may implead in the action all:

(a) Other members or managers who voted for or assented to the distribution in violation of subsection (1) of this section and may compel contribution from them; and

(b) Members who received a distribution in violation of subsection (2) of this section and may compel contribution from them in the amount received in violation of subsection (2) of this section.

(4) A proceeding under this section is barred unless it is commenced within two years after the distribution. [1993 c.173 §47; 1995 c.93 §12; 1999 c.86 §12]

Source: Section 63.235 — Liability for wrongful distribution , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.441 — OR Code / Title 7 / Chapter 65 / Section 65.441
65.441 Class voting by members on amendments
Status: in_force

(1) In a public benefit corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation if the amendment would affect the rights of the class as to voting in a manner different from the manner in which the amendment would affect another class or members of another class.

(2) In a mutual benefit corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation if the amendment would:

(a) Affect the rights, privileges, preferences, restrictions or conditions of the class as to voting, dissolution, redemption or transfer of memberships in a manner different from the manner in which the amendment would affect another class;

(b) Change the rights, privileges, preferences, restrictions or conditions of the class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;

(c) Increase or decrease the number of memberships authorized for the class;

(d) Increase the number of memberships authorized for another class;

(e) Effect an exchange, reclassification or termination of the memberships of the class; or

(f) Authorize a new class of memberships.

(3) In a religious corporation the members of a class entitled to vote on articles of incorporation may vote as a class on a proposed amendment to the articles of incorporation only if a class vote is provided for in the articles of incorporation or bylaws.

(4) If a class is to be divided into two or more classes as a result of an amendment to the articles of incorporation of a public benefit corporation or mutual benefit corporation, the amendment must be approved by the members of each class entitled to vote on articles of incorporation that would be created by the amendment.

(5) Intentionally left blank —Ed.

(a) Except as provided in the articles of incorporation or bylaws of a mutual benefit corporation, if a class vote is required to approve an amendment to the articles of incorporation, the amendment must be approved by the members of the class entitled to vote on articles of incorporation by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(b) Except as provided in the articles of incorporation or bylaws of a public benefit corporation or religious corporation, if a class vote is required to approve an amendment to the articles of incorporation, the amendment must be approved by a majority of the members of the class entitled to vote on articles of incorporation.

(6) A class of members of a public benefit corporation or mutual benefit corporation is entitled to the voting rights granted by this section although the articles of incorporation and bylaws provide that the class may not vote on the proposed amendment. [1989 c.1010 §110; 2019 c.174 §75]

Source: Section 65.441 — Class voting by members on amendments , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.468 — OR Code / Title 7 / Chapter 62 / Section 62.468
62.468 Advance for expenses
Status: in_force

(1) A cooperative may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

(a) The director furnishes the cooperative a written affirmation of the director’s good faith belief that the director has met the standard of conduct described in ORS 62.464 (Authority to indemnify director) ; and

(b) The director furnishes the cooperative a written undertaking, executed personally or on the director’s behalf, to repay the advance if the director is ultimately determined not to have met the standard of conduct.

(2) The undertaking required by subsection (1)(b) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

(3) An authorization of payments under this section may be made by provision in the articles of incorporation or bylaws, by a resolution of the members or board of directors or by contract.

(4) Intentionally left blank —Ed.

(a) A cooperative that authorizes payments in accordance with subsection (3) of this section may not amend or rescind the articles of incorporation, bylaws or resolution that authorizes the payments so as to eliminate or impair a director’s right to payments after an act or omission occurs that subjects the director to a proceeding for which the director seeks payment.

(b) Notwithstanding the prohibition set forth in paragraph (a) of this subsection, a cooperative may eliminate or impair a director’s right to payments if at the time the act or omission occurred the cooperative’s articles of incorporation, bylaws or resolution explicitly authorized the cooperative to eliminate or impair the right after an act or omission occurs. [1995 c.195 §18; 2011 c.227 §4]

Source: Section 62.468 — Advance for expenses , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 63.734 — OR Code / Title 7 / Chapter 63 / Section 63.734
63.734 Withdrawal of foreign limited liability company
Status: in_force

(1) A foreign limited liability company 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 limited liability company and the name of the state or country under whose law it is organized;

(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 proceeding may mail to the foreign limited liability company 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 limited liability company to transact business in this state shall cease. [1993 c.173 §85]

Source: Section 63.734 — Withdrawal of foreign limited liability company , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 58.480 — OR Code / Title 7 / Chapter 58 / Section 58.480
58.480 Certificate of existence or authorization
Status: in_force

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

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

(a) The domestic professional corporation’s corporate name or the foreign professional corporation’s corporate name is registered in this state;

(b) The domestic professional corporation is duly incorporated under the law of this state, or the foreign professional corporation is authorized to transact business in this state;

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

(d) An annual report required by ORS 58.225 (Annual reports) has been filed by the Secretary of State within the preceding 14 months; and

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

(3) A person may apply to the Secretary of State to issue a certificate covering any fact of record. [1987 c.94 §12]

Source: Section 58.480 — Certificate of existence or authorization , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 60.754 — OR Code / Title 7 / Chapter 60 / Section 60.754
60.754 Status as benefit company
Status: in_force

(1) Intentionally left blank —Ed.

(a) Notwithstanding ORS 60.074 (Purposes) (2), a corporation incorporated under ORS chapter 60 is a benefit company under ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) if the corporation’s articles of incorporation state that the corporation is a benefit company subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) .

(b) Notwithstanding ORS 63.074 (Purposes) (3), a limited liability company organized under ORS chapter 63 is a benefit company under ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) if the limited liability company’s articles of organization state that the limited liability company is a benefit company subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) .

(2) Intentionally left blank —Ed.

(a) A corporation that is incorporated under ORS chapter 60 may become a benefit company by amending the corporation’s articles of incorporation to state, in addition to the requirements set forth in ORS 60.047 (Articles of incorporation) , that the corporation is a benefit company subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) . The amendment to the articles of incorporation must be approved by a minimum status vote.

(b) A limited liability company that is organized under ORS chapter 63 may become a benefit company by amending the limited liability company’s articles of organization to state, in addition to the requirements set forth in ORS 63.047 (Articles of organization) , that the limited liability company is a benefit company subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) . The amendment to the articles of organization must be approved by a minimum status vote.

(3) A benefit company may be formed by means of a conversion if articles of conversion that state that the converted entity will be a benefit company that is subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) are approved by a minimum status vote.

(4) An entity that is not a benefit company may become a benefit company by merging or exchanging equity interests with a benefit company if the shareholders or holders of equity interests of the entity that is not the benefit company approve, by a minimum status vote, a plan of merger or a plan for exchanging equity interests with a benefit company under which the surviving entity will be a benefit company.

(5) A benefit company may become an entity other than a benefit company only if an action to remove from the articles of incorporation, articles of organization or articles of conversion the provision that states that the entity is a benefit company subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) is approved by a minimum status vote.

(6) Intentionally left blank —Ed.

(a) A plan for a benefit company must be approved by a minimum status vote if the plan would:

(A) Merge the benefit company with an entity that is not a benefit company, if the surviving entity would not be a benefit company;

(B) Provide for exchanging equity interests with an entity that is not a benefit company, if the exchange would create an entity that is not a benefit company and that would hold substantially all of the benefit company’s assets;

(C) Convert the benefit company to an entity that is not a benefit company; or

(D) Otherwise cause ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) not to apply to the benefit company.

(b) A sale, lease, exchange or other disposition of all or substantially all of a benefit company’s assets must be approved by a minimum status vote unless the benefit company conducts the sale, lease, exchange or other disposition in the ordinary course of the benefit company’s business.

(7) A provision of a benefit company’s articles of incorporation, articles of organization, articles of conversion or plan described in subsection (6) of this section may be inconsistent with or supersede a provision of ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) only to the extent that the provision in the articles of incorporation, articles of organization, articles of conversion or plan imposes a more stringent requirement on the benefit company, in keeping with the purposes set forth in ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) , than a provision of ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) imposes. [2013 c.269 §3]

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

Source: Section 60.754 — Status as benefit company; election to become benefit company; election to become other entity; votes required , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.311 — OR Code / Title 7 / Chapter 65 / Section 65.311
65.311 Election, designation and appointment of directors
Status: in_force

(1) If a corporation has members entitled to vote for directors, all the directors, except the initial directors, must be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles of incorporation or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or are designated.

(2) If a corporation does not have members entitled to vote for directors, all the directors, except the initial directors, must be elected, appointed or designated as provided in the articles of incorporation or bylaws. If the articles of incorporation or bylaws do not set forth a method of election, appointment or designation, the directors, other than the initial directors, must be elected by the board.

(3) If a corporation does not have directors and does not have members who can elect directors, a circuit court of this state may appoint one or more directors at the Attorney General’s request. [1989 c.1010 §73; 2019 c.174 §52]

Source: Section 65.311 — Election, designation and appointment of directors , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 65.266 — OR Code / Title 7 / Chapter 65 / Section 65.266
65.266 Ratification by board of directors
Status: in_force

(1) Except as provided in ORS 65.263 (Defective corporate action) (2), a corporation’s board of directors may ratify a defective corporate action only in accordance with this section. In a notice of a proposal to ratify the defective corporate action, the corporation shall:

(a) Identify the defective corporate action the proposal seeks to ratify;

(b) State the date on which the defective corporate action occurred;

(c) Describe the nature of the failure of authorization that resulted in the corporate action becoming a defective corporate action; and

(d) State that the board of directors intends to ratify the defective corporate action.

(2) If the board of directors proposes to ratify a defective corporate action that relates to the election under ORS 65.057 (Organization of corporation) of an initial board of directors, a majority of the individuals who are exercising the powers of the corporation’s directors, in a notice of the proposal to ratify the defective corporate action, shall:

(a) Identify the person or persons who first took action in the name of the corporation as the initial board of directors;

(b) State the date on which, as appropriate, the person or persons:

(A) First took the action; or

(B) Were purportedly elected as the initial board of directors;

(c) Describe the nature of the failure of authorization that resulted in the corporate action becoming a defective corporate action; and

(d) State that the board of directors intends to ratify the defective corporate action.

(3) If the board of directors takes action to ratify a defective corporate action, the board shall submit the ratification to the members of the corporation, if any, for approval in accordance with ORS 65.269 (Quorum) if a provision of this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party requires member approval of the ratification or would have required member approval of the defective corporate action on the date of the defective corporate action.

(4) Unless the proposal for ratification under subsection (1) of this section provides otherwise, after the board of directors ratifies the defective corporate action and the members, if required, approve the ratification, the board of directors may abandon the ratification at any time before the effective date of validation without further action from the members. [2019 c.325 §13]

Source: Section 65.266 — Ratification by board of directors; procedure; submission to shareholders , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 60.031 — OR Code / Title 7 / Chapter 60 / Section 60.031
60.031 Powers
Status: in_force

The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter. [1987 c.52 §13]

Source: Section 60.031 — Powers , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.781 — OR Code / Title 7 / Chapter 65 / Section 65.781
65.781 Court-ordered inspection
Status: in_force

(1) If a corporation does not allow a member who complies with ORS 65.774 (Inspection of records by members) (1) to inspect and copy any records required by ORS 65.774 (Inspection of records by members) (1) to be available for inspection, the circuit court in the county where the corporation’s principal office, or, if none in this state, its registered office, is located may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the member.

(2) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with ORS 65.774 (Inspection of records by members) (2) and (3) may apply to the circuit court in the county where the corporation’s principal office, or, if none in this state, its registered office, is located for an order to permit inspection and copying of the records demanded.

(3) The court may award reasonable attorney fees to the prevailing party in an action under this section.

(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 member.

(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 member’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 hearings on preliminary injunctions under ORCP 79 B(3). [1989 c.1010 §167; 1995 c.618 §42]

Source: Section 65.781 — Court-ordered inspection; attorney fees , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 62.513 — OR Code / Title 7 / Chapter 62 / Section 62.513
62.513 Contents of articles of incorporation
Status: in_force

(1) The articles of incorporation shall set forth:

(a) The name of the cooperative, which satisfies the requirements of ORS 62.131 (Cooperative name) .

(b) The purposes for which the cooperative is organized. It shall be sufficient to state, either alone or with other purposes, that the purpose of the cooperative is to engage in any lawful activity for which cooperatives may be organized under this chapter, and by such statement, all lawful activities shall be within the purposes of the cooperative, except for express limitations, if any.

(c) Whether the cooperative is organized with or without membership stock, and if organized without membership stock the amount of the membership fee and whether the membership fee may be changed in accordance with a procedure established in the bylaws without the necessity of filing amended or restated articles, and the limitations, if any, on transfer of a membership.

(d) The number and par value, if any, of shares of each authorized class of stock, and if more than one class is authorized, the designation, preferences, limitations and relative rights of each class.

(e) Which classes of stock, if any, are membership stock, and the limitations upon transfer, if any, applicable to such stock.

(f) Any limitation of the right to acquire or recall any stock.

(g) The basis of distribution of assets in the event of dissolution or liquidation.

(h) The street address of the cooperative’s initial registered office and the name of its initial registered agent who shall be amenable to service of process at the address.

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

(j) The number of directors constituting the initial board of directors.

(k) The name and address of each incorporator.

(2) Duration shall be perpetual unless the articles of incorporation expressly limit the period of duration.

(3) It is not necessary to set forth in the articles any of the corporate powers enumerated in this chapter. The articles may include additional provisions, not inconsistent with law, for the regulation of the internal affairs of the cooperative, including any provision that restricts the transfer of shares or that under this chapter is required or permitted to be set forth in the bylaws. Any provision required or permitted in the bylaws has equal force and effect if stated in the articles. Whenever a provision of the articles is inconsistent with a bylaw, the articles control.

(4) Without limiting the provisions of subsection (3) of this section, the articles of incorporation may set forth:

(a) The names of the initial directors;

(b) The addresses of the initial directors;

(c) The names and addresses of the president and secretary;

(d) Provisions regarding:

(A) Managing the business and regulating the affairs of the cooperative; and

(B) Defining, limiting and regulating the powers of the cooperative, its board of directors and members;

(e) A provision eliminating or limiting the personal liability of a director to the cooperative, its members or its shareholders for monetary damages for conduct as a director, provided that the provision shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective and the provision shall not eliminate or limit the liability of a director for:

(A) Any breach of the director’s duty of loyalty to the cooperative, its members or its shareholders;

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

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

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

(5) The Secretary of State by rule may require additional identifying information. [1995 c.195 §25; 2007 c.186 §6]

Source: Section 62.513 — Contents of articles of incorporation; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors062.­html (accessed May 26, 2025).
ORS § 70.030 — OR Code / Title 7 / Chapter 70 / Section 70.030
70.030 Change of address and resignation procedures for registered agent
Status: in_force

(1) A registered agent may change the address of the registered agent’s business office in this state by executing and submitting for filing to the Office of Secretary of State a statement that includes the following:

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

(b) The new street address of the registered agent’s business office in this state; and

(c) A declaration that a copy of the statement has been mailed to the domestic or foreign limited partnership and each general partner thereof.

(2) A person may resign as the registered agent of the domestic or foreign limited partnership and the general partners thereof by executing and submitting for filing to the Office of Secretary of State a statement of resignation and giving notice in the form of a copy of the statement to the domestic or foreign limited partnership. The resignation shall be effective on the 31st day after the date on which the statement is filed, unless the domestic or foreign limited partnership and the general partners thereof sooner appoint a successor registered agent, thereby terminating the capacity of the agent. Upon delivery of the signed statement, the Secretary of State shall file the resignation statement. The copy of the statement given to the domestic or foreign limited partnership shall be addressed to the domestic or foreign limited partnership at its last-known address as shown by the records of the Office of Secretary of State. For purposes of this subsection, written notice is effective at the earliest of the following:

(a) When received;

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

(c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested and the receipt is signed by or on behalf of the addressee. [1985 c.677 §5b; 1987 c.543 §4; 1989 c.196 §1; 1993 c.190 §10]

Source: Section 70.030 — Change of address and resignation procedures for registered agent , https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html (accessed May 26, 2025).
ORS § 60.117 — OR Code / Title 7 / Chapter 60 / Section 60.117
60.117 Resignation of registered agent
Status: in_force

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

(2) Upon delivery of the signed statement, the Secretary of State shall file the resignation statement. The copy of the statement given to the corporation under subsection (1) of this section shall be addressed to the corporation at the corporation’s mailing address or the corporation’s principal office as shown by the records of the office of the Secretary of State.

(3) The agency appointment is terminated and the registered office discontinued, if so provided, on the 31st day after the date on which the statement was filed by the Secretary of State, unless the corporation shall sooner appoint a successor registered agent as provided in ORS 60.114 (Change of registered office or registered agent) , thereby terminating the capacity of such agent. [1987 c.52 §31; 1993 c.190 §1]

Source: Section 60.117 — Resignation of registered agent , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 60.657 — OR Code / Title 7 / Chapter 60 / Section 60.657
60.657 Appeal from denial of reinstatement
Status: in_force

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

(2) The corporation may appeal the denial of reinstatement pursuant to the provisions of ORS chapter 183. [1987 c.52 §149]

Source: Section 60.657 — Appeal from denial of reinstatement , https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html (accessed May 26, 2025).
ORS § 65.491 — OR Code / Title 7 / Chapter 65 / Section 65.491
65.491 Articles and plan of merger
Status: in_force

(1) After the board of directors of each merging corporation and, if required under ORS 65.487 (Action on plan of merger by board, members and third persons) , the members of each merging corporation and any other persons that must approve a plan of merger approve the plan, the surviving corporation shall deliver to the Secretary of State for filing:

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

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

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

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

(c) A written declaration that:

(A) States that a sufficient vote of the board of directors of each corporation approved the plan of merger, if the approval of members was not required; or

(B) Sets forth, if the members of one or more corporations were required to approve the plan of merger:

(i) The designation and number of members of each class entitled to vote separately on the plan and the number of votes each class is entitled to cast; and

(ii) The total number of votes that each class entitled to vote separately on the plan cast for and against the plan;

(d) A written declaration that states that a person or persons other than the members of the board approved the plan, if required under ORS 65.487 (Action on plan of merger by board, members and third persons) (1)(c); and

(e) A written declaration that states that the Attorney General approved the plan, if the plan required the Attorney General’s approval.

(2) Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed. [1989 c.1010 §121; 2015 c.28 §5; 2019 c.174 §84]

Source: Section 65.491 — Articles and plan of merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 67.700 — OR Code / Title 7 / Chapter 67 / Section 67.700
67.700 Authority to transact business
Status: in_force

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

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

(a) Maintaining, defending or settling any proceeding;

(b) Holding meetings of the partners or carrying on other activities concerning the internal affairs of the partnership;

(c) Maintaining bank accounts;

(d) Selling through independent contractors;

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

(f) Creating or acquiring indebtedness, mortgages and security interests in real or personal property;

(g) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

(h) Owning, without more, real or personal property;

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

(j) Transacting business in interstate commerce.

(3) The list of activities in subsection (2) of this section is not exhaustive. [1997 c.775 §68]

Source: Section 67.700 — Authority to transact business , https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html (accessed May 26, 2025).
ORS § 58.187 — OR Code / Title 7 / Chapter 58 / Section 58.187
58.187 Revision of limitations on liability in ORS 58.185 to reflect inflation or deflation
Status: in_force

(1) For the purpose of revising the amounts of the limitation on joint and several liability described in ORS 58.185 (Liabilities of employees, shareholders and the corporation) (5) and (8) to reflect the effects of inflation or deflation, the Secretary of State shall multiply the amounts under ORS 58.185 (Liabilities of employees, shareholders and the corporation) (5) and (8) by the inflation factor described in this section every six years. The six-year cycle shall begin January 1, 1994. The Secretary of State shall round the amount to the nearest $50,000 and publish the revised amount as a rule not later than February 1 following the end of the six-year cycle. The revised limitation shall take effect February 1 and apply for the next six years.

(2) For purposes of this section, the inflation factor shall be a number determined by dividing the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the United States Department of Labor, as of June 30 immediately preceding the calendar year in which the adjustment shall take effect, by the Portland Consumer Price Index for All Urban Consumers for All Items, using the 1982-1984 base of 100, as of December 31, 1993. [1993 c.235 §12; 1997 c.774 §8; 2019 c.57 §5]

Source: Section 58.187 — Revision of limitations on liability in ORS 58.185 to reflect inflation or deflation; rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors058.­html (accessed May 26, 2025).
ORS § 65.407 — OR Code / Title 7 / Chapter 65 / Section 65.407
65.407 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 65.394 (Mandatory indemnification) , and is entitled to apply for court-ordered indemnification under ORS 65.401 (Court-ordered indemnification) in each case, to the same extent as a director under ORS 65.394 (Mandatory indemnification) and 65.401 (Court-ordered indemnification) .

(2) The corporation may indemnify and advance expenses under ORS 65.387 (Definitions for ORS 65.387 to 65.414) to 65.411 (Insurance) an officer, employee or agent of the corporation who is not a director to the same extent as to a director. [1989 c.1010 §104]

Source: Section 65.407 — Indemnification of officers, employees and agents , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).
ORS § 56.206 — OR Code / Title 7 / Chapter 56 / Section 56.206
56.206 Reviews and investigations of complaints
Status: in_force

(1) In addition to the duties and responsibilities described in ORS 56.203 (Office of Small Business Assistance) , the Office of Small Business Assistance may, except as provided in subsection (2) of this section, conduct reviews and investigations of complaints received from small businesses with respect to interactions with state agencies.

(2) The office may not review and investigate a complaint under this section if the office determines that:

(a) The complainant could reasonably be expected to use, or is using, an alternative remedy or recourse for the complaint;

(b) The complaint relates to a matter outside the jurisdiction of the office;

(c) The complaint was delayed too long to justify review and investigation;

(d) The complainant does not have sufficient personal interest in, or is not personally aggrieved or affected by the subject matter of, the complaint;

(e) The complaint is trivial, frivolous, vexatious or not made in good faith;

(f) The resources of the office are insufficient for adequate review and investigation of the complaint;

(g) The review and investigation of other complaints take precedence over the review and investigation of the complaint; or

(h) The complaint is the subject of pending litigation, a pending contested case proceeding under ORS chapter 183 or an agency action that could result in a contested case proceeding under ORS chapter 183.

(3) The office shall notify a complainant as to whether the office will review and investigate the complaint within 30 days of receiving the complaint.

(4) If the office has undertaken a review and investigation of the complaint:

(a) Upon the complainant’s request, the office shall inform the complainant of the status of the review and investigation; and

(b) Upon conclusion of the review and investigation, the office shall:

(A) Inform the complainant of the office’s conclusions and recommendations; and

(B) Provide the complainant with a copy of the report prepared under subsection (6) of this section.

(5) The office may make recommendations to a state agency for resolution of a complaint made under this section and work with the agency to resolve the complaint. The office may also contact and discuss a complaint with the administrative head of any state agency, any state agency manager, the Governor or any member of the public for the purpose of obtaining the cooperation and assistance of a state agency with the complaint resolution process.

(6) Intentionally left blank —Ed.

(a) Upon completing the review and investigation of a complaint under this section, the office shall prepare a report containing the office’s conclusions and recommendations.

(b) Before finalizing, and providing copies of, the report prepared under this subsection, the office shall provide the state agency that is the subject of the report with a preliminary report.

(c) Upon receipt of the preliminary report, the state agency shall have not more than 15 days to comment on the report.

(d) If the state agency chooses to comment on the preliminary report, the final report shall include a section that contains the agency’s comments.

(e) The office shall provide copies of the final report prepared under this subsection to the Secretary of State. [2013 c.699 §4]

Source: Section 56.206 — Reviews and investigations of complaints; conditions for review; notice; recommendations; report , https://www.­oregonlegislature.­gov/bills_laws/ors/ors056.­html (accessed May 26, 2025).
ORS § 63.497 — OR Code / Title 7 / Chapter 63 / Section 63.497
63.497 Effect of merger
Status: in_force

(1) When a merger involving a limited liability company 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 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 liability company is the surviving business entity, its articles of organization are amended to the extent provided in the plan of merger;

(f) The ownership interests of each owner that are to be converted into 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 liabilities incurred by the business entity prior to merger, according to the laws applicable prior to merger; and

(B) As to liabilities incurred by the business entity after merger, according to the laws applicable 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 liabilities, 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 liabilities 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 not be affected by the merger.

(2) Owners of the business entities that are parties to the merger are entitled to:

(a) In the case of members of limited liability companies, only the rights provided in the articles of merger; and

(b) In the case of owners of business entities other than limited liability companies, 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. [1993 c.173 §93; 1999 c.362 §39]

Source: Section 63.497 — Effect of merger , https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html (accessed May 26, 2025).
ORS § 65.815 — OR Code / Title 7 / Chapter 65 / Section 65.815
65.815 Rules
Status: in_force

The Attorney General may adopt such rules as are necessary to carry out the provisions of ORS 65.800 (Definitions for ORS 65.803 to 65.815) to 65.815 (Rules) . The Attorney General shall have the authority to ensure compliance with commitments that inure to the public interest. [1997 c.291 §9]

Source: Section 65.815 — Rules , https://www.­oregonlegislature.­gov/bills_laws/ors/ors065.­html (accessed May 26, 2025).