ORS 60.637¹
Effect of dissolution

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

(a) Collecting the corporation’s assets;

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

(c) Discharging or making provision for discharging the corporation’s liabilities;

(d) Distributing the corporation’s remaining property among the corporation’s shareholders according to the shareholders’ interests;

(e) Adopting a plan of merger; and

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

(2) Dissolution of a corporation does not:

(a) Transfer title to the corporation’s property;

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

(c) Subject the corporation’s 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 corporation’s directors or officers or both or change provisions for amending the corporation’s bylaws;

(e) Prevent commencement of a proceeding by or against the corporation in the corporation’s 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 (2019) (last ac­cessed May 16, 2020).
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2019, Chapter 60, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano060.­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