reglab/housing_qa huggingface dataset:
OR Rev Stat § 60.621 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.621 - Dissolution by incorporators or initial directors.

(1) A majority of the incorporators or initial directors of a corporation that has not issued shares and has not commenced business may dissolve the corporation by delivering articles of dissolution to the office for filing. (2) Articles of dissolution shall set forth: (a) The name of the corporation; (b) The date of its incorporation; (c) That none of the corporation’s shares has been issued and that the corporation has not commenced business; (d) That no debt of the corporation remains unpaid; and (e) That a majority of the incorporators or initial directors authorized the dissolution. [1987 c.52 §138; 1987 c.579 §5]
OR Rev Stat § 60.624 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.624 - Voluntary dissolution by consent of shareholders.

A corporation may be voluntarily dissolved by the written consent of all of its shareholders. [1987 c.52 §139]
OR Rev Stat § 60.627 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.627 - Dissolution by board of directors and shareholders.

(1) A corporation’s board of directors may propose dissolution for submission to the shareholders. (2) For a proposal to dissolve to be adopted: (a) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and (b) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (5) of this section. (3) The board of directors may condition its submission of the proposal for dissolution on any basis. (4) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with ORS 60.214. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. (5) Unless the articles of incorporation or the board of directors, acting pursuant to subsection (3) of this section, require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on the proposal. [1987 c.52 §140]
OR Rev Stat § 60.631 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.631 - Articles of dissolution.

(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the office for filing articles of dissolution setting forth: (a) The name of the corporation; (b) The date dissolution was authorized; (c) If dissolution was approved by the shareholders: (A) The number of votes entitled to be cast on the proposal to dissolve; and (B) The total number of votes cast for and against dissolution and a statement that the number cast for dissolution was sufficient for approval; and (d) If voting by voting groups is required, the information required by paragraph (c) of this subsection separately provided for each voting group entitled to vote separately on the plan to dissolve. (2) A corporation is dissolved upon the effective date of its articles of dissolution. [1987 c.52 §141]
OR Rev Stat § 60.634 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.634 - Revocation of dissolution.

(1) A corporation may revoke its dissolution within 120 days of its effective date. (2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization of dissolution permits revocation by action by the board of directors alone. If the authorization of dissolution permits revocation by action of the board of directors alone, the board of directors may revoke the dissolution without shareholder action. (3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the office for filing, articles of revocation of dissolution that set forth: (a) The name of the corporation; (b) The effective date of the dissolution that was revoked; (c) The date that the revocation of dissolution was authorized; (d) If the corporation’s board of directors, or incorporators, revoked the dissolution, a statement to that effect; (e) If the corporation’s board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (f) If shareholder action was required to revoke the dissolution, the information required by ORS 60.631 (1)(c) and (d). (4) Unless a delayed effective date is specified, revocation of dissolution is effective when articles of revocation of dissolution are filed. (5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred. [1987 c.52 §142]
OR Rev Stat § 60.637 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.637 - Effect of dissolution.

(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]
OR Rev Stat § 60.641 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.641 - Known claims against dissolved corporation.

(1) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (2) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (a) Describe information that must be included in a claim; (b) Provide a mailing address where a claim may be sent; (c) State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (d) State that the claim will be barred if not received by the deadline. (3) A claim against the dissolved corporation is barred: (a) If a claimant who was given written notice under subsection (2) of this section does not deliver the claim to the dissolved corporation by the deadline; or (b) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice. (4) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. [1987 c.52 §144]
OR Rev Stat § 60.645 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.645 - Enforcement of claims against dissolved corporation.

A claim against a dissolved corporation that is not barred under ORS 60.641 or 60.644 may be enforced: (1) Against the dissolved corporation to the extent of the dissolved corporation’s undistributed assets, including, without limitation, any insurance assets held by or for the benefit of the dissolved corporation that are available to satisfy the claim; or (2) If the assets have been distributed in liquidation, against the shareholder of the dissolved corporation to the extent of the shareholder’s pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less. A shareholder’s total liability for all claims under this section may not exceed the total value of assets distributed to the shareholder, as of the date or dates of distribution, less any liability of the corporation paid on behalf of the corporation by that shareholder after the date of the distribution. [1991 c.883 §16; 2021 c.221 §2] Note: Section 5, chapter 221, Oregon Laws 2021, provides: Sec. 5. (1) The amendments to ORS 60.644, 60.645, 63.644 and 63.645 by sections 1 to 4 of this 2021 Act apply to claims against a dissolved corporation or dissolved limited liability company whether the claims arise before, on or after the effective date of this 2021 Act [September 25, 2021], including claims against corporations or limited liability companies that dissolved before the effective date of this 2021 Act, for which a final judgment, including the exhaustion or expiration of all rights of appeal, has not been entered as of the effective date of this 2021 Act. (2) The amendments to ORS 60.644, 60.645, 63.644 and 63.645 by sections 1 to 4 of this 2021 Act revive and allow claims that might have become barred by the time limitations set forth in chapter 361, General Laws of Oregon 1917, in chapter 340, General Laws of Oregon 1927, in chapter 40, Oregon Laws 1937, in chapter 404, Oregon Laws 1939, in section 11, chapter 462, Oregon Laws 1941, in section 1, chapter 134, Oregon Laws 1947, or in ORS 57.630 (1985 Replacement Part), 60.644 (3) or 63.644 (3). [2021 c.221 §5]
OR Rev Stat § 60.647 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.647 - Grounds for administrative dissolution.

The Secretary of State may commence a proceeding under ORS 60.651 to administratively dissolve a corporation if: (1) The corporation does not pay when due any fees imposed by this chapter; (2) The corporation does not deliver the corporation’s annual report to the Secretary of State when due; (3) The corporation fails to comply with an order from the Secretary of State under ORS 60.032 (1) or is the subject of a recommendation for dissolution from the Director of the Department of Revenue under ORS 60.032 (3); (4) The corporation is without a registered agent or registered office in this state; (5) The corporation does not notify the Secretary of State that the corporation’s registered agent or registered office has changed, that the registered agent has resigned or that the registered office has been discontinued; or (6) The corporation’s period of duration stated in the articles of incorporation expires. [1987 c.52 §146; 2017 c.705 §14]
OR Rev Stat § 60.651 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.651 - Procedure; effect of administrative dissolution.

(1) If the Secretary of State determines that one or more grounds exist under ORS 60.647 for dissolving a corporation, the Secretary of State shall give the corporation written notice of the 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 dissolve the corporation. (3) A corporation administratively dissolved continues the corporation’s corporate existence but may not carry on any activities except activities that are necessary or appropriate to wind up and liquidate the corporation’s business and affairs under ORS 60.637, and notify claimants under ORS 60.641 and 60.644. (4) The administrative dissolution of a corporation does not terminate the authority of the corporation’s registered agent. [1987 c.52 §147; 1987 c.579 §6; 1993 c.190 §2; 2013 c.159 §3]
OR Rev Stat § 60.654 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.654 - Reinstatement following administrative dissolution.

(1) A corporation that the Secretary of State administratively dissolved under ORS 60.651 may apply to the Secretary of State for reinstatement within five years from the date of dissolution. The application must: (a) State the name of the corporation and the effective date of the corporation’s administrative dissolution; and (b) State that the ground or grounds for dissolution either did not exist or have been eliminated. (2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section, that the information is correct and that the corporation’s name satisfies the requirements of ORS 60.094, the Secretary of State shall reinstate the corporation. (3) When effective, the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on the corporation’s business as if the administrative dissolution had never occurred. (4) The Secretary of State may waive the requirement under subsection (1) of this section that the corporation apply for reinstatement within five years after the date of administrative dissolution if the corporation requests the waiver and provides evidence of the corporation’s continued existence as an active concern during the period of administrative dissolution. [1987 c.52 §148; 1995 c.215 §7; 2011 c.147 §3]
OR Rev Stat § 60.657 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.657 - Appeal from denial of reinstatement.

(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]
OR Rev Stat § 60.664 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.664 - Procedure for judicial dissolution.

(1) Venue for a proceeding by the Attorney General to dissolve a corporation lies in Marion County. Venue for a proceeding brought by any other party named in ORS 60.661 or 60.952 lies in the county where a corporation’s principal office is located or, if the principal office is not in this state, where its registered office is or was last located. (2) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (3) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located and carry on the business of the corporation until a full hearing can be held. [1987 c.52 §151; 2001 c.315 §61]
OR Rev Stat § 60.667 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.667 - Receivership or custodianship.

(1) A court in a judicial proceeding brought to dissolve a corporation, or in a judicial proceeding for shareholder remedies described in ORS 60.952, may appoint one or more receivers to wind up and liquidate the business and affairs of the corporation or one or more custodians to manage the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all its property wherever located. (2) The court may appoint an individual or a domestic or foreign corporation, authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (3) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended periodically. Among other powers: (a) The receiver may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court and may sue and defend in the receiver’s own name as receiver of the corporation in all courts of this state. (b) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors. (4) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders and creditors. (5) The court periodically during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver’s or custodian’s counsel from the assets of the corporation or proceeds from the sale of the assets. (6) If applicable under ORS 37.040, the Oregon Receivership Code controls over conflicting provisions of this section. [1987 c.52 §152; 2001 c.315 §62; 2017 c.358 §45]
OR Rev Stat § 60.671 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.671 - Judgment of dissolution.

(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in ORS 60.661 or 60.952 (2)(m) exist, it may enter a judgment dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the judgment to the office for filing. The Secretary of State shall file the certified copy of the judgment. (2) After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the corporation’s business and affairs in accordance with ORS 60.637 and the notification of claimants in accordance with ORS 60.641 and 60.644. [1987 c.52 §153; 2001 c.315 §63; 2003 c.576 §323]
OR Rev Stat § 60.674 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.674 - Asset distribution; deposit with State Treasurer; claims.

Assets of a dissolved corporation that should be distributed to a creditor, claimant or shareholder of the corporation who cannot be found shall be reduced to cash and, within one year after the final distribution in such liquidation or winding up is payable, deposited with the State Treasurer. The receiver or other liquidating agent shall prepare in duplicate and under oath a statement containing the names and last-known addresses of the persons entitled to such funds. One of the statements shall be filed with the State Treasurer with the cash and another shall be delivered to the office for filing. The person entitled to the distribution may file a claim with the State Treasurer in the manner provided by ORS 98.392 and 98.396. [1987 c.52 §154; 1993 c.694 §34; 2019 c.678 §47]
OR Rev Stat § 60.701 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.701 - Authority to transact business required.

(1) A foreign corporation may not transact business in this state until it has been authorized to do so by the Secretary of State. (2) The following activities among others, do not constitute transacting business within the meaning of subsection (1) of this section: (a) Maintaining, defending or settling any proceeding. (b) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs. (c) Maintaining bank accounts. (d) Maintaining offices or agencies for the transfer, exchange and registration of the corporation’s own securities or maintaining trustees or depositaries with respect to those securities. (e) Selling through independent contractors. (f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts. (g) Creating or acquiring indebtedness, mortgages and security interests in real or personal property. (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts. (i) Owning without more real or personal property. (j) Conducting an isolated transaction that is completed within 30 days and is not one in the course of repeated transactions of a like nature. (k) Transacting business in interstate commerce. (3) The list of activities in subsection (2) of this section is not exhaustive. [1987 c.52 §155]