Corporations – Corporate Dissolution – Oregon

STATUTORY REFERENCE

OREGON REVISED STATUTES, §§ 60.621 through 60.645

In Oregon, a corporation may be dissolved voluntarily, administratively, or judicially. THIS SUMMARY ADDRESSES ONLY VOLUNTARY DISSOLUTION.

A majority of the incorporators or initial directors of a corporation that has not issued shares and has not commenced business may dissolve the corporation by filing articles of dissolution with the Secretary of State.

Articles of dissolution must set forth:

(a) The name of the corporation;

(b) The date of its incorporation;

(c) That none of the corporation’s shares has been issued and that the corporation has not commenced business;

(d) That no debt of the corporation remains unpaid; and

(e) That a majority of the incorporators or initial directors authorized the dissolution.

A corporation may be voluntarily dissolved by the written consent of all of its shareholders.

A corporation’s board of directors may propose dissolution for submission to the shareholders. For a proposal to dissolve to be adopted, the board of directors must recommend dissolution to the shareholders (unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders) and the shareholders entitled to vote must approve the proposal to dissolve. The board of directors may condition its submission of the proposal for dissolution on any basis. Unless the articles of incorporation or the board of directors requires a greater vote or a vote by voting groups, the proposal to dissolve must be approved by a majority of all the votes entitled to be cast on the proposal.

The corporation must notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with ORS §60.214. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.

At any time after dissolution is authorized, the corporation may dissolve by delivering to the office for filing articles of dissolution setting forth:

(a) The name of the corporation;

(b) The date dissolution was authorized;

(c) If dissolution was approved by the shareholders:

(A) The number of votes entitled to be cast on the proposal to dissolve; and

(B) The total number of votes cast for and against dissolution and a statement that the number cast for dissolution was sufficient for approval; and

(d) If voting by voting groups is required, the voting information must be provided for each voting group entitled to vote separately on the plan to dissolve.

A corporation is dissolved upon the effective date of its articles of dissolution.

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

(a) Collecting its assets;

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

(c) Discharging or making provision for discharging its liabilities;

(d) Distributing its remaining property among its shareholders according to their interests; and

(e) Doing every other act necessary to wind up and liquidate its business and affairs.

Dissolution of a corporation does not:

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

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

(c) Subject its directors or officers to standards of conduct different from those prescribed by law;

(d) Change quorum or voting requirements for the board of directors or shareholders, change provisions for selection, resignation, or removal of its directors or officers or both or change provisions for amending its bylaws;

(e) Prevent commencement of a proceeding by or against the corporation in its 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.

To dispose of the known claims against a dissolved corporation, the corporation must notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:

(a) Describe information that must be included in a claim;

(b) Provide a mailing address where a claim may be sent;

(c) State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and

(d) State that the claim will be barred if not received by the deadline.

A claim against the dissolved corporation is barred:

(a) If a claimant who was given written notice does not deliver the claim to the dissolved corporation by the deadline; or

(b) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.

A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. The notice must:

(a) Be published one time in a newspaper of general circulation in the county where the dissolved corporation’s principal office is located, or if the principal office is not in Oregon, where its registered office is or was last located;

(b) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

(c) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.

If the dissolved corporation publishes a newspaper notice in accordance with the statutory provisions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice:

(a) A claimant who did not receive written notice under ORS §60.641;

(b) A claimant whose claim was sent in a timely manner to the dissolved corporation but not acted on; or

(c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

A claim against a dissolved corporation that is not barred under ORS §60.641 or ORS §60.644 may be enforced:

(1) Against the dissolved corporation to the extent of its undistributed assets; or

(2) If the assets have been distributed in liquidation, against the shareholder of the dissolved corporation to the extent of the shareholder’s pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less. A shareholder’s total liability for all claims may not exceed the total value of assets distributed to the shareholder, as of the date or dates of distribution, less any liability of the corporation paid on behalf of the corporation by that shareholder after the date of the distribution.

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