2017 ORS 60.054¹
Liability for preincorporation transactions

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation, are jointly and severally liable for all liabilities created while so acting. [1987 c.52 §18]

Notes of Decisions

Under Former Similar Statute (Ors 57.793)

Category “per­sons who assume to act as a corpora­tion,” includes those per­sons who have invest­ment in organiza­tion and who actively participate in policy and opera­tional decisions of organiza­tion. Timber­line Equip. Co., Inc. v. Davenport, 267 Or 64, 514 P2d 1109 (1973)

Liability for debts of de facto corpora­tion does not apply to make promoter liable for preincorpora­tion agree­ments. Sherwood & Roberts-Oregon, Inc. v. Alexander, 269 Or 389, 525 P2d 135 (1974)

In General

Person purporting to act for corpora­tion is not liable unless per­son has actual knowledge, rather than constructive knowledge, that there is no incorpora­tion. Sivers v. R & F Capital Corp., 123 Or App 35, 858 P2d 895 (1993), Sup Ct review denied

Chapter 60

Notes of Decisions

In General

Owner of corporate shares that does not meet defini­tion for “shareholder” does not have statutorily created inspec­tion rights. Yeoman v. Public Safety Center, Inc., 241 Or App 255, 250 P3d 411 (2011), Sup Ct review denied

Atty. Gen. Opinions

Under Former Similar Statutes (Ors Chapter 58)

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

Law Review Cita­tions

Under Former Similar Statutes (Ors Chapter 57)

18 WLR 123 (1982)

In General

24 WLR 203, 257, 275 (1988); 30 WLR 407 (1994)

1 Legislative Counsel Committee, CHAPTER 60—Private Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors060.­html (2017) (last ac­cessed Mar. 30, 2018).
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2017, Chapter 60, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano060.­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.