2015 ORS 60.637¹
Effect of dissolution

(1) A dissolved corporation continues the corporations corporate existence but may not carry on any business except that appropriate to wind up and liquidate the corporations business and affairs, including:

(a) Collecting the corporations assets;

(b) Disposing of the corporations properties that will not be distributed in kind to the corporations shareholders;

(c) Discharging or making provision for discharging the corporations liabilities;

(d) Distributing the corporations remaining property among the corporations shareholders according to the shareholders interests;

(e) Adopting a plan of merger; and

(f) Doing other acts necessary to wind up and liquidate the corporations business and affairs.

(2) Dissolution of a corporation does not:

(a) Transfer title to the corporations property;

(b) Prevent transfer of the corporations shares or securities, although the authorization to dissolve may provide for closing the corporations share transfer records;

(c) Subject the corporations 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 corporations directors or officers or both or change provisions for amending the corporations bylaws;

(e) Prevent commencement of a proceeding by or against the corporation in the corporations 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]

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 (2015) (last ac­cessed Jul. 16, 2016).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2015, Chapter 60, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano060.­html (2015) (last ac­cessed Jul. 16, 2016).
 
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.