(1) A majority of the incorporators of a corporation that has no members and that does not yet have initial directors may, subject to any approval required by the corporation‘s articles of incorporation or bylaws, dissolve the corporation by delivering articles of dissolution to the Secretary of State for filing.

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Terms Used In Oregon Statutes 65.621

  • Articles of incorporation: means the articles of incorporation described in ORS § 65. See Oregon Statutes 65.001
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bylaws: means a set of provisions for managing and regulating a corporation's affairs that the corporation must adopt under ORS § 65. See Oregon Statutes 65.001
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Corporation: means a domestic corporation or a foreign corporation. See Oregon Statutes 65.001
  • Notice: means a notice described in ORS § 65. See Oregon Statutes 65.001

(2) The corporation shall give the incorporators notice equivalent to that specified in ORS § 65.344 (2), of any meeting at which dissolution will be considered. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation.

(3) The incorporators in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. [1989 c.1010 § 130; 2019 c.174 § 88]