Oregon Statutes 65.644 – Unknown claims against dissolved corporation
(1) A dissolved corporation may publish notice of the corporation‘s dissolution and request that persons with claims against the corporation present the claims in accordance with the notice.
Terms Used In Oregon Statutes 65.644
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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
- Distribution: means a payment to a person from the income or assets of a corporation, other than a payment of reasonable value to a person for property received or services performed or a payment that furthers the corporation's purposes. See Oregon Statutes 65.001
- Notice: means a notice described in ORS § 65. See Oregon Statutes 65.001
- Person: means an individual or an entity. See Oregon Statutes 65.001
- Principal office: means the physical street address of the place, in or out of this state, where the principal executive offices of a domestic corporation or foreign corporation are located and that is designated as the principal office in the most recent annual report filed in accordance with ORS § 65. See Oregon Statutes 65.001
- Proceeding: means a civil, criminal, administrative or investigatory action. See Oregon Statutes 65.001
- Written: means embodied as a document. See Oregon Statutes 65.001
(2) The dissolved corporation must publish the notice:
(a) At least 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 this state, where the dissolved corporation’s registered office is or was last located; or
(b) On the dissolved corporation’s website or in another location where the dissolved corporation maintains an electronic presence, if the website or other location will remain accessible to the public for at least 30 days.
(3) A notice that a dissolved corporation publishes under subsection (2) of this section must:
(a) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(b) State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.
(4) If the dissolved corporation publishes a notice in accordance with subsection (2) of this section, 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 notice:
(a) A claimant who did not receive written notice under ORS § 65.641;
(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.
(5) A claim may be enforced under this section:
(a) Against the dissolved corporation, to the extent of the dissolved corporation’s undistributed assets; or
(b) Against any person, other than a creditor of the dissolved corporation, to whom the dissolved corporation distributed the dissolved corporation’s property in liquidation subject to the following:
(A) If the distributee received a pro rata share of a distribution, the distributee’s liability will not exceed the same pro rata share of the claim; and
(B) The distributee’s total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee, less any liability of the dissolved corporation paid on behalf of the dissolved corporation by that distributee after the date of distribution. [1989 c.1010 § 137; 2019 c.174 § 94]
(Administrative Dissolution)