10/25/2014 Chapter 554

https://www.oregonlegislature.gov/bills_laws/lawsstatutes/2013ors554.html 20/29
amendment shall be submitted to the Office of the Secretary of State for filing.
(3) In addition to the procedures available for administrative dissolution under ORS 554.302 and
554.305, any such corporation may be dissolved and its affairs terminated as provided in subsections (4)
and (5) of this section. However, no corporation may be dissolved as provided in subsections (4) and (5)
of this section before payment or release of all debts and obligations of the corporation, including every
contract and agreement with the federal or the state government, or its or their constituted governmental
authorities or agencies, or the assumption of its obligations by another with the consent of all parties.
(4) The board of directors of the corporation shall cause notice to be given of a meeting of the
members, which notice shall contain a statement to the effect that the dissolution of the corporation will
be considered at the meeting, and a brief statement of the reasons why dissolution is deemed advisable.
The question of whether or not the corporation shall be dissolved may be presented at the meeting, and if
two-thirds or more of the votes of the members present or by proxy are cast in favor of dissolution, the
board shall proceed to dissolve the corporation and liquidate its affairs. The board shall constitute a board
of trustees and as such shall dispose of the property of the corporation and pay its debts and obligations
or procure releases thereof; provided, that in case an irrigation district, drainage district or flood control
district is organized to include the lands in the corporation or any part thereof, the board of directors of
the corporation, or the board of trustees in case the corporation has voted to dissolve, shall convey to
such irrigation, drainage or flood control district any and all irrigation works or other property owned by
such corporation, upon the assumption by the irrigation, drainage or flood control district of the
obligations of the corporation.
(5) Upon completing the liquidation of the corporation, the trustees shall submit to the Office of the
Secretary of State for filing a statement that the corporation has been dissolved and its affairs liquidated.
The trustees also shall send a true copy of the statement to the county clerk of the county in which the
corporation had its principal place of business, that the corporation has been legally dissolved, and the
clerk shall record the statement in the records of the office of the clerk. [Amended by 1971 c.200 9;
1985 c.351 23; 1987 c.94 150; 1995 c.233 6; 2013 c.284 8]

554.302 Dissolution of corporation by Secretary of State; conditions. The Secretary of State may
commence a proceeding under ORS 554.305 to administratively dissolve a corporation organized under
the provisions of ORS 554.005 to 554.340 if:
(1) The corporation does not pay when due any fees imposed under ORS 554.016;
(2) The corporation does not deliver its annual report to the Secretary of State when due;
(3) The corporation is without a registered agent or registered office in this state;
(4) The corporation does not notify the Secretary of State that its registered agent or registered office
has been changed, that its registered agent has resigned or that its registered office has been discontinued;
or
(5) The corporations period of duration stated in its articles of incorporation expires. [1987 c.94
152; 1991 c.132 34]

554.305 Notice of grounds for dissolution; opportunity for correction; effect of dissolution. (1) If
the Secretary of State determines that one or more grounds exist under ORS 554.302 for dissolving a
corporation organized under ORS 554.005 to 554.340, the Secretary of State shall give the corporation
written notice of the determination.
(2) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable
satisfaction of the Secretary of State, within 45 days after notice is given, that each of the grounds that
the Secretary of State has determined to be a ground for the dissolution does not exist, the Secretary of
State shall dissolve the corporation.
(3) A corporation administratively dissolved continues the corporations corporate existence but may
not carry on any activities except activities that are necessary or appropriate to wind up and liquidate the
corporations business and affairs and notify claimants.