ORS 65.637¹

Effect of dissolution

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

(a) Preserving and protecting the corporation’s assets and minimizing the corporation’s liabilities;

(b) Discharging or providing for discharging the corporation’s liabilities and obligations;

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

(d) Returning, transferring or conveying assets in accordance with a condition under which the corporation holds the assets subject to a requirement to return, transfer or convey the assets, if the condition occurs by reason of the dissolution;

(e) Transferring, subject to any contractual or legal requirements, the corporation’s assets as provided in or authorized by the corporation’s articles of incorporation or bylaws;

(f) If the corporation is a public benefit corporation or religious corporation, and the corporation has not provided in the corporation’s articles of incorporation or bylaws for distributing assets on dissolution, transferring, subject to any contractual or legal requirement, the corporation’s assets to one or more persons described in ORS 65.001 (Definitions) (38)(b);

(g) If the corporation is a mutual benefit corporation and the corporation has not provided in the corporation’s articles of incorporation or bylaws for distributing assets on dissolution, transferring, subject to any contractual or legal requirements, the corporation’s assets to the corporation’s members or, if the corporation has no members, to those persons whom the corporation purports to benefit or serve;

(h) Adopting a plan of merger; and

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

(2) Dissolution of a corporation does not:

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

(b) Subject the corporation’s directors or officers to standards of conduct different from the standards prescribed in ORS 65.301 (Requirement for and duties of board) to 65.414 (Application of ORS 65.387 to 65.411);

(c) Change quorum or voting requirements for the corporation’s board of directors or members, 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;

(d) Prevent commencement of a proceeding by or against the corporation in the corporation’s corporate name;

(e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

(f) Terminate the authority of the registered agent of the corporation. [1989 c.1010 §135; 2001 c.315 §53; 2011 c.147 §13; 2013 c.158 §30; 2013 c.274 §12; 2019 c.174 §93]