2017 ORS 58.387¹
Disposition of shares of deceased shareholder

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

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

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

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

(c) The corporation shall be dissolved. [1997 c.774 §23]

Chapter 58

Notes of Decisions

Professional legal corpora­tion organized under this chapter may not serve as trustee. Erwin & Erwin v. Bronson, 117 Or App 443, 844 P2d 269 (1992), Sup Ct review denied

Atty. Gen. Opinions

This chapter as authorizing partnership of corpora­tion and individual; validity of partnership between a professional corpora­tion and an individual when corpora­tion charter so provides, (1972) Vol 36, p 94

Law Review Cita­tions

24 WLR 717 (1988)

1 Legislative Counsel Committee, CHAPTER 58—Professional Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors058.­html (2017) (last ac­cessed Mar. 30, 2018).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2017, Chapter 58, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano058.­html (2017) (last ac­cessed Mar. 30, 2018).
 
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.