ORS 554.305¹
Notice of grounds for dissolution
  • opportunity for correction
  • effect of dissolution

(1) If the Secretary of State determines that one or more grounds exist under ORS 554.302 (Dissolution of corporation by Secretary of State) for dissolving a corporation organized under ORS 554.005 (Filing requirements) to 554.340 (Judicial determination of legality of proceedings), 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 and notify claimants.

(4) The administrative dissolution of a corporation does not terminate the authority of the corporation’s registered agent.

(5) A corporation involuntarily dissolved under this section continues to exist as a body corporate for the purpose of performing or enforcing any debt or obligation under contract or agreement with the federal or state government, including the power to levy and collect assessments for performing or enforcing the debt or obligation. [1987 c.94 §153; 1991 c.132 §15; 1993 c.190 §23; 2013 c.159 §15]

Chapter 554

Notes of Decisions

Water improve­ment district formed under this chapter is unit of govern­ment for purposes of filing suit under ORS 305.583 (Interested taxpayer petitions for certain determinations), but is not “govern­mental unit” within meaning of sec­tion 11b, Article XI of Oregon Constitu­tion. Comeaux v. Water Wonderland Improve­ment Dist., 12 OTR 132 (1992), aff’d 315 Or 562, 847 P2d 841 (1993)

Atty. Gen. Opinions

Authority of State Land Board to enter into nonprofit wa­ter supply district corpora­tion, (1978) Vol 38, p 2199

1 Legislative Counsel Committee, CHAPTER 554—Corporations for Irrigation, Drainage, Water Supply or Flood Control, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors554.­html (2019) (last ac­cessed May 16, 2020).
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2019, Chapter 554, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano554.­html (2019) (last ac­cessed May 16, 2020).
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent. Currency Information