Oregon Statutes 65.634 – Revocation of dissolution
(1) A corporation may revoke the corporation‘s dissolution within 120 days after the effective date of the dissolution.
Terms Used In Oregon Statutes 65.634
- Board of directors: means the individual or individuals who are vested with overall management of the affairs of a domestic corporation or foreign corporation, irrespective of the name that designates the individual or individuals. 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
- Member: means a person that is entitled, under a domestic corporation's or foreign corporation's articles of incorporation or bylaws, to exercise any of the rights described in ORS § 65. See Oregon Statutes 65.001
- Person: means an individual or an entity. See Oregon Statutes 65.001
(2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization of dissolution permits revocation by action of the board of directors alone. If the authorization of dissolution permits revocation by action of the board of directors alone, the board of directors may revoke the dissolution without action by the members or any other person.
(3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing, articles of revocation of dissolution that set forth:
(a) The name of the corporation;
(b) The effective date of the dissolution that was revoked;
(c) The date that the revocation of dissolution was authorized;
(d) If the corporation’s board of directors or incorporators revoked the dissolution, a statement to that effect;
(e) If the corporation’s board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(f) If member or third-person action was required to revoke the dissolution, the information required by ORS § 65.631 (1)(e) and (f).
(4) Unless a delayed effective date is specified, revocation of dissolution is effective when articles of revocation of dissolution are filed.
(5) When the revocation of dissolution is effective, the revocation relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on the corporation’s activities as if dissolution had never occurred. [1989 c.1010 § 134; 2019 c.174 § 92]