reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.651 - Procedure for and effect of administrative dissolution.

(1) If the Secretary of State determines that one or more grounds exist under ORS 65.647 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 and notify the corporation’s claimants under ORS 65.641 and 65.644.
(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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.654 - Reinstatement following administrative dissolution.

(1) A corporation that the Secretary of State administratively dissolved under ORS 65.651 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 65.094, 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 activities as if the administrative dissolution had never occurred.
(4) The Secretary of State may waive the requirement under subsection (1) of this section that the corporation apply for reinstatement within five years after the date of administrative dissolution if the corporation requests the waiver and provides evidence of the corporation’s continued existence as an active concern during the period of administrative dissolution. [1989 c.1010 §140; 1995 c.215 §14; 2009 c.339 §1; 2011 c.147 §14]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.657 - 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) Such denial of reinstatement shall be reviewable pursuant to ORS 183.484 and shall not constitute a contested case order. [1989 c.1010 §141]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.664 - Procedure for judicial dissolution.

(1) Venue for a proceeding by the Attorney General to dissolve a corporation lies in Marion County, in Multnomah County or in the county where a corporation’s principal office is located or, if the principal office is not in this state, where the corporation’s registered office is or was last located. A party named in ORS 65.661, other than the Attorney General, must bring a proceeding to dissolve a corporation in the county where the corporation’s principal office is located or, if the principal office is not in this state, in the county where the corporation’s registered office is or was last located.
(2) Directors or members are not necessary parties to a proceeding to dissolve a corporation unless relief is sought against a director or member individually.
(3) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located and carry on the activities of the corporation until a full hearing can be held.
(4) A person other than the Attorney General who brings a judicial dissolution proceeding for a public benefit corporation or religious corporation shall give immediate written notice of the proceeding to the Attorney General, who may intervene. [1989 c.1010 §143; 2019 c.174 §96]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.667 - Receivership or custodianship.

(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, the Oregon Receivership Code controls over conflicting provisions of this section. [1989 c.1010 §144; 2017 c.358 §47; 2019 c.174 §97]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.671 - Judgment of dissolution.

(1) If after a hearing a court determines that one or more grounds for judicial dissolution described in ORS 65.661 exist, the court may enter a judgment dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the judgment to the Secretary of State for filing.
(2) After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the corporation’s affairs in accordance with ORS 65.637 and the notification of claimants in accordance with ORS 65.641 and 65.644. [1989 c.1010 §145; 2003 c.576 §329; 2019 c.174 §98]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.674 - Deposit with State Treasurer.

Assets of a dissolved corporation that should be transferred to a creditor, claimant or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash unless they are subject to known trust restrictions and deposited with the State Treasurer as unclaimed property under ORS 98.352. However, in the discretion of the State Treasurer, property of unusual historic or aesthetic interest may be received and held in kind. The receiver or other liquidating agent shall prepare in duplicate and under oath a statement containing the names and last-known addresses of the persons entitled to such funds. One of the statements shall be filed with the State Treasurer and another shall be delivered to the Secretary of State for filing. [1989 c.1010 §146; 2019 c.678 §50; 2021 c.424 §27]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.701 - 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 members 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 memberships or 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 that is not one in the course of repeated transactions of a like nature.
(k) Transacting business in interstate commerce.
(L) Soliciting funds.
(3) The list of activities in subsection (2) of this section is not exhaustive. [1989 c.1010 §147]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.704 - Consequences of transacting business without authority.

(1) A foreign corporation transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any court in this state until it obtains authorization from the Secretary of State to transact business in this state.
(2) The successor to or assignee of a foreign corporation that transacted business in this state without authority to do so may not maintain a proceeding on its cause of action in any court in this state until the foreign corporation or its successor obtains authorization from the Secretary of State to transact business in this state.
(3) A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires authorization from the Secretary of State to transact business in this state. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the authorization.
(4) A foreign corporation that transacts business in this state without authority shall be liable to this state for the years or parts thereof during which it transacted business in this state without authority in an amount equal to all fees that would have been imposed by this chapter upon such corporation had it duly applied for and received authority to transact business in this state as required by this chapter and thereafter filed all reports required by this chapter.
(5) Notwithstanding subsections (1) and (2) of this section, the failure of a foreign corporation to obtain authority to transact business in this state does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state. [1989 c.1010 §148]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.707 - Application for authority to transact business.

(1) A foreign corporation may apply for authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth:
(a) The name of the foreign corporation or, if the name the foreign corporation uses is unavailable for use in this state, a corporate name that satisfies the requirements of ORS 65.717;
(b) The name of the state or country under whose law the foreign corporation is incorporated;
(c) The foreign corporation’s registry number in the state or country under whose law the foreign corporation is incorporated;
(d) The foreign corporation’s date of incorporation and period of duration if the period is not perpetual;
(e) The address including street and number and mailing address, of the foreign corporation’s principal office;
(f) The address, including street and number, of the foreign corporation’s registered office in this state and the name of the foreign corporation’s registered agent at the registered office;
(g) The names and respective addresses of the president and secretary of the foreign corporation;
(h) Whether the foreign corporation has members; and
(i) Whether the foreign corporation, if the foreign corporation had been incorporated in this state, would be a public benefit corporation, mutual benefit corporation or religious corporation.
(2)(a) Except as provided in paragraph (b) of this subsection, the foreign corporation shall deliver with the completed application a certificate of existence or a document of similar import, current within 60 days of delivery and authenticated by the official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated.
(b) A foreign corporation need not submit a certificate of existence or document in accordance with paragraph (a) of this subsection if the official who has custody of corporate records in the state or country under whose law the foreign corporation is incorporated provides free access via the Internet to a searchable database that contains evidence of corporate registrations.
(3) A foreign corporation may not be denied authority to transact business in this state by reason of the fact that the laws of the state or country under which the corporation is organized governing the corporation’s organization and internal affairs differ from the laws of this state. [1989 c.1010 §149; 2011 c.147 §15; 2019 c.174 §99]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.711 - Amendment to application for authority.

(1) A foreign corporation authorized to transact business in this state shall deliver an amendment to the application for authority to transact business in this state to the Secretary of State for filing if the foreign corporation changes:
(a) The foreign corporation’s corporate name as shown on the Secretary of State’s records;
(b) The period of the foreign corporation’s duration; or
(c) The foreign corporation’s designation under ORS 65.707 as a public benefit corporation, mutual benefit corporation or religious corporation.
(2) The amendment to the application for authority to transact business in this state must set forth the corporate name shown on the Secretary of State’s records and the new corporate name, the new period of duration or the new designation as a public benefit corporation, mutual benefit corporation or religious corporation. The corporate name as changed must satisfy the requirements of ORS 65.717. [1989 c.1010 §150; 1993 c.190 §7; 2019 c.174 §100]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.714 - Effect of authority.

(1) A foreign corporation authorized to transact business in this state has the same but no greater rights and enjoys the same but no greater privileges as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties and liabilities now or later imposed on, a domestic corporation of like character.
(2) The filing by the Secretary of State of an application or amendment to the application for authority to transact business shall constitute authorization to transact business in this state, subject to the right of the Secretary of State to revoke the authorization.
(3) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state. [1989 c.1010 §151; 2005 c.22 §49]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.717 - Corporate name of foreign corporation.

(1) Except as provided in subsection (2) of this section, the Secretary of State may not authorize a foreign corporation to transact business in this state unless the corporate name of the foreign corporation satisfies the requirements of ORS 65.094.
(2) If a corporate name, professional corporate name, business corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered corporate name or assumed business name of active record with the Secretary of State is not distinguishable on the Secretary of State’s records from the corporate name of the applicant foreign corporation, the Secretary of State may not authorize the applicant to transact business in this state unless the foreign corporation states the corporate name on the application for authority to transact business in this state under ORS 65.707 as "(name under which incorporated), a corporation of (place of incorporation)," the entirety of which must be the real and true name of the corporation under ORS chapter 648.
(3) If a foreign corporation authorized to transact business in this state changes the foreign corporation’s corporate name to a name that does not satisfy the requirements of ORS 65.094, the foreign corporation may not transact business in this state under the changed name until the foreign corporation adopts a name that satisfies the requirements of ORS 65.094 and delivers to the Secretary of State for filing an amendment to the application for authority under ORS 65.711. [1989 c.1010 §152; 2019 c.174 §101]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.721 - Registered office and registered agent of foreign corporation.

Each foreign corporation authorized to transact business in this state shall continuously maintain in this state both:
(1) A registered agent, who shall be:
(a) An individual who resides in this state;
(b) A corporation, domestic business corporation, domestic limited liability company or domestic professional corporation with an office in this state; or
(c) A foreign nonprofit corporation, foreign business corporation, foreign limited liability company or foreign professional corporation authorized to transact business in this state with an office in this state; and
(2) A registered office of the foreign corporation, which shall be the address, including street and number, of the residence or office of the registered agent. [1989 c.1010 §153; 2001 c.315 §30]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.724 - Change of registered office or registered agent of foreign corporation.

(1) A foreign corporation authorized to transact business in this state may change the foreign corporation’s registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:
(a) The name of the foreign corporation;
(b) The address, including the street and number, of the new registered office, if the foreign corporation intends to change the current registered office;
(c) The name of the new registered agent and a statement that the new agent has consented to the appointment, if the foreign corporation intends to change the current registered agent; and
(d) A statement that after the change or changes are made, the street addresses of the foreign corporation’s registered office and the office or residence address of the foreign corporation’s registered agent will be identical.
(2) If the registered agent changes the street address of the agent’s office or residence, the registered agent shall change the street address of the registered office of any foreign corporation for which the agent is the registered agent by notifying the foreign corporation in writing of the change and signing, either manually or in facsimile, and delivering to the Secretary of State for filing a statement of change that complies with the requirements of subsection (1) of this section and recites that the foreign corporation has been notified of the change.
(3) The Secretary of State’s filing the statement under this section terminates the existing registered office or agent, or both, on the effective date of the filing and establishes the newly appointed registered office or agent, or both, as that of the foreign corporation. [1989 c.1010 §154; 2019 c.174 §102]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.727 - Resignation of registered agent of foreign corporation.

(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, thereby terminating the capacity of the prior agent. [1989 c.1010 §155; 1993 c.190 §8; 2019 c.174 §103]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.731 - Service on foreign corporation.

The provisions of ORS 60.731, relating to service on foreign corporations, shall apply to foreign nonprofit corporations, except that for the purpose of this section the reference therein to "this chapter" means ORS chapter 65. [1989 c.1010 §156]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.734 - Withdrawal of foreign corporation.

(1) A foreign corporation authorized to transact business in this state may apply to the Secretary of State to withdraw from this state. The application must set forth:
(a) The name of the foreign corporation and the name of the state or country under whose law the foreign corporation is incorporated;
(b) That the foreign corporation is not transacting business in this state and that the foreign corporation surrenders the foreign corporation’s authority to transact business in this state;
(c) That the foreign corporation revokes the authority of the foreign corporation’s registered agent to accept service on the foreign corporation’s behalf and appoints the Secretary of State as the foreign corporation’s agent for service of process in any proceeding based on a cause of action arising during the time the foreign corporation was authorized to transact business in this state;
(d) A mailing address to which the person initiating any proceedings may mail to the foreign corporation a copy of any process served on the Secretary of State under paragraph (c) of this subsection; and
(e) A commitment to notify the Secretary of State for a period of five years from the date of withdrawal of any change in the mailing address.
(2) After the Secretary of State files the application to withdraw, the authority of the foreign corporation to transact business in this state ceases. [1989 c.1010 §157; 2019 c.174 §104]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.737 - Grounds for administrative revocation.

The Secretary of State may commence a proceeding under ORS 65.741 to revoke the authority of a foreign corporation to transact business in this state if:
(1) The foreign corporation does not deliver its annual report to the Secretary of State within the time prescribed by this chapter;
(2) The foreign corporation does not pay within the time prescribed by this chapter any fees imposed by this chapter;
(3) The foreign corporation has failed to appoint or maintain a registered agent or registered office in this state as prescribed by this chapter;
(4) The foreign corporation does not inform the Secretary of State under ORS 65.724 or 65.727 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued; or
(5) The Secretary of State receives a duly authenticated certificate from the official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that the foreign corporation has been dissolved or disappeared as the result of a merger. [1989 c.1010 §158; 2005 c.22 §50]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.741 - Procedure for and effect of administrative revocation.

(1) If the Secretary of State determines that one or more grounds exist under ORS 65.737 for revocation of authority of a foreign corporation to transact business in this state, the Secretary of State shall give the foreign corporation written notice of that determination.
(2) If the foreign corporation 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 for revocation determined by the Secretary of State does not exist, the Secretary of State shall administratively revoke the foreign corporation’s authority, and in the case of a foreign corporation that would have been a public benefit corporation had it been incorporated in this state, shall notify the Attorney General in writing.
(3) The authority of a foreign corporation to transact business in this state ceases as of the date of revocation of its authority to transact business in this state.
(4) The Secretary of State’s revocation of a foreign corporation’s authority to transact business in this state appoints the Secretary of State the foreign corporation’s agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state.
(5) Revocation of a foreign corporation’s authority to transact business in this state terminates the authority of the registered agent of the corporation. [1989 c.1010 §159; 1991 c.231 §12; 1993 c.190 §9]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.744 - Appeal from administrative revocation.

In addition to any other legal remedy which may be available, a foreign corporation shall have the right to appeal the Secretary of State’s revocation of its authority to transact business in this state pursuant to the provisions of ORS chapter 183. Such revocation shall be reviewable pursuant to ORS 183.484 and shall not constitute a contested case order. [1989 c.1010 §160]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.747 - Reinstatement following administrative revocation.

(1) A foreign corporation which has had its authority revoked under ORS 65.737 may apply to the Secretary of State for reinstatement within five years from the date of revocation. The application shall:
(a) State the name of the corporation and the effective date its authority was revoked; and
(b) State that the ground or grounds for revocation of authority either did not exist or have been eliminated.
(2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section, that the information is correct and that the corporation’s name satisfies the requirements of ORS 65.717, the Secretary of State shall reinstate the authority.
(3) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation of authority and the corporation resumes carrying on its business as if the administrative revocation of authority had never occurred. [1989 c.1010 §160a; 1995 c.215 §15]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.754 - Procedure for judicial revocation of authority.

(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 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.757 - Judgment of revocation.

(1) If after a hearing a court determines that one or more grounds for judicial revocation of authority described in ORS 65.751 exists, the court may enter a judgment revoking a foreign corporation’s authority to transact business in Oregon and specifying the effective date of the revocation. The clerk of the court shall deliver a certified copy of the judgment to the Secretary of State for filing.
(2) The authority of a foreign corporation to transact business in Oregon ceases as of the date of the judgment of revocation.
(3) The judgment of revocation of a foreign corporation’s authority to transact business in this state appoints the Secretary of State the foreign corporation’s agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state.
(4) Revocation of a foreign corporation’s authority to transact business in this state terminates the authority of the foreign corporation’s registered agent. [1989 c.1010 §163; 2003 c.576 §330; 2019 c.174 §106]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.771 - Corporate records.

(1) A corporation shall keep as permanent records minutes of all meetings of the corporation’s members and board of directors, a record of all corporate action taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors in place of the board of directors on behalf of the corporation.
(2) A corporation shall maintain appropriate accounting records.
(3) A corporation or the corporation’s agent shall maintain a record of the corporation’s members in a form that permits preparation of a list of the names and contact information of all members by class showing the number of votes each member may cast.
(4) A corporation shall maintain the corporation’s records in written form or as documents in another form capable of conversion into written form within a reasonable time.
(5) A corporation shall keep a copy of the following records for inspection:
(a) The articles of incorporation that are currently in effect;
(b) Bylaws or restated bylaws and all amendments to the bylaws that are currently in effect;
(c) Resolutions adopted by the board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members of any class or category of members;
(d) The minutes of all meetings of members and records of all actions approved by the members for the past three years;
(e) Written communications required by this chapter and those regarding general membership matters made to members within the past three years;
(f) A list of the names and other contact information for the corporation’s current directors and officers;
(g) The last three annual financial statements, if any. The statements may be consolidated or combined statements of the corporation and one or more of the corporation’s subsidiaries or affiliates, as appropriate, including a balance sheet and statement of operations, if any, for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis;
(h) The last three accountant’s reports if annual financial statements are reported upon by a public accountant; and
(i) The most recent annual report delivered to the Secretary of State under ORS 65.787.
(6) A director of the corporation has a right to inspect any records a corporation keeps under this section. [1989 c.1010 §164; 2019 c.174 §107]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.774 - Inspection of records by members.

(1) Subject to subsection (5) of this section and ORS 65.777 (3), a member may inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in ORS 65.771 (5) if the member gives the corporation written notice of the member’s demand at least five business days before the date on which the member wishes to inspect and copy.
(2) Subject to subsection (5) of this section, a member may inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (3) of this section and gives the corporation written notice of the member’s demand at least five business days before the date on which the member wishes to inspect and copy:
(a) Excerpts from any records required to be maintained under ORS 65.771 (1), to the extent not subject to inspection under subsection (1) of this section;
(b) Accounting records of the corporation; and
(c) Subject to ORS 65.782, the membership list.
(3) A member may inspect and copy the records identified in subsection (2) of this section only if:
(a) The member’s demand is made in good faith and for a proper purpose;
(b) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and
(c) The records are directly connected with this purpose.
(4) This section does not affect:
(a) The right of a member to inspect records under ORS 65.224 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or
(b) The power of the court, independently of this chapter, to compel the production of corporate records for examination.
(5)(a) The articles of incorporation or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy any corporate record.
(b) The articles of incorporation of a public benefit corporation organized primarily for political or social action, including but not limited to political or social advocacy, education, litigation or a combination thereof, may limit or abolish:
(A) The right of a member to obtain from the public benefit corporation information as to the identity of contributors to the public benefit corporation; and
(B) The right of a member or the member’s agent or attorney to inspect or copy the membership list if the public benefit corporation provides a reasonable means to mail communications to other members through the public benefit corporation at the expense of the member making the request. [1989 c.1010 §165; 2019 c.174 §108]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.777 - Scope of inspection right.

(1) A member’s agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.
(2) The right to copy records under ORS 65.774 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 member. The charge may not exceed the estimated cost of production or reproduction of the records.
(4) The corporation may comply with a member’s demand to inspect the record of members under ORS 65.774 (2)(c) by providing the member with a list of its members that was compiled no earlier than the date of the member’s demand. [1989 c.1010 §166]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.781 - Court-ordered inspection; attorney fees.

(1) If a corporation does not allow a member who complies with ORS 65.774 (1) to inspect and copy any records required by ORS 65.774 (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 (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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.782 - Limitations on use of membership list.

Without consent of the board of directors, a membership list or any part of a membership list may not be obtained or used by any person for any purpose unrelated to a member’s interest as a member. Without limiting the generality of this section, without the consent of the board of directors, a membership list or any part of a membership list may not be:
(1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;
(2) Used for any commercial purpose; or
(3) Sold or purchased by any person. [1989 c.1010 §168; 2019 c.174 §109]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.784 - Report to members and other persons of indemnification.

If a corporation indemnifies or advances expenses to a director under ORS 65.391 to 65.401 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to:
(1) The members with or before the notice of the next meeting of members; and
(2) Any person having the right to designate or appoint the director no later than 90 days after the first indemnification or advance. [1989 c.1010 §169; 1991 c.231 §13]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.800 - Definitions for ORS 65.803 to 65.815.

For purposes of ORS 65.803 to 65.815:
(1) "Hospital" means a hospital as defined in ORS 442.015.
(2) "Noncharitable entity" means any person or entity that is not a public benefit or religious corporation and is not wholly owned or controlled by one or more public benefit or religious corporations. [1997 c.291 §2; 2001 c.104 §20; 2009 c.595 §56; 2009 c.792 §29]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.803 - Hospitals operated by nonprofit corporation; transfer of assets; approval by Attorney General.

(1) Any public benefit or religious corporation that operates a hospital must provide written notice to, and obtain the written approval of, the Attorney General before closing any transaction to do either of the following:
(a) Sell, transfer, lease, exchange, option, convey, merge or otherwise dispose of all or a significant portion of its hospital assets to a noncharitable entity or to an unrelated charitable entity.
(b) Transfer control, responsibility or governance of a significant portion of the hospital assets or hospital operations of the public benefit or religious corporation to a noncharitable entity.
(2) This section does not apply to a public benefit or religious corporation if any of the following apply:
(a) The transaction is in the usual and regular course of the activities of the public benefit or religious corporation.
(b) The public benefit or religious corporation has furnished the Attorney General with a detailed written statement describing the proposed transaction and requesting a written waiver of the requirements imposed by this section, and the Attorney General:
(A) Has given the public benefit or religious corporation a written waiver of the requirements imposed by this section as to the proposed transaction; or
(B) Has not made a written determination with regard to the request within 45 days after receiving the request.
(c) The Attorney General, by rule, has excepted this kind of transaction.
(3) The notice and approval required by ORS 65.800 to 65.815 are in addition to any other notice or approval required by this chapter or other applicable law.
(4) Notice and approval is not required under ORS 65.800 to 65.815 if a political subdivision of the state controls the operation of the hospital.
(5) Any person may make a written request to the Attorney General that the person be given notice of requests for approval received by the Attorney General under this section. The Attorney General shall maintain a mailing list of persons who have requested notification under this subsection and shall promptly mail a copy of any request for approval received under this section to the persons on the list. In addition, the Attorney General shall promptly mail a copy of any request for waiver received under subsection (2) of this section to the persons on the list upon receiving the request for waiver. The Attorney General may not grant a waiver under subsection (2) of this section until 14 days after the mailing required by this subsection. [1997 c.291 §3]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.805 - Notice to Attorney General; fee; trade secrets.

(1) The notice to the Attorney General required by ORS 65.803 must be accompanied by any application fee imposed under ORS 65.813 (3) and must contain a detailed statement describing the proposed transaction along with any other information the Attorney General requires by rule.
(2)(a) Upon a showing satisfactory to the Attorney General by a party to the proposed transaction, any material required to be submitted to the Attorney General under subsection (1) of this section is a trade secret under ORS 192.345. The Attorney General shall classify the material as confidential and the material shall not be disclosed except as provided in paragraph (b) of this subsection unless the Attorney General determines that the material is necessary to the determination of an issue being considered at a public hearing as provided in ORS 65.807.
(b) To the extent that the material, or any portion thereof, would otherwise qualify as a trade secret under ORS 192.345, no action taken by the Attorney General, any authorized employee of the Department of Justice or any expert or consultant employed pursuant to ORS 65.813 in inspecting or reviewing such information shall affect its status as a trade secret. [1997 c.291 §4]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.807 - Public hearing; waiver; notice.

(1) Before issuing a written decision under ORS 65.809, the Attorney General shall conduct a public hearing unless the Attorney General waives the requirement of a hearing. If a hearing is held, the Attorney General shall provide at least 14 days’ notice of the time and place of the hearing in one or more newspapers of general circulation in the affected community and to the governing body of the county in which the hospital is located.
(2) Before waiving a hearing under this section, the Attorney General must mail notice of the intended waiver of public hearing to all persons on the mailing list maintained by the Attorney General under ORS 65.803 (5). The Attorney General may not take further action on the request for approval until at least 14 days after the mailing of the notice required by this subsection. [1997 c.291 §5]