2011 Oregon Revised Statutes
ORS Volume 2, Chapters 56 - 89
ORS Chapter 60
60.637 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]