Fill and Sign the Oregon Dissolution Package to Dissolve Corporation Oregon Form

CORPORATE DISSOLUTION OREGON Electronic Version STATUTORY REFERENCE OREGON REVISED STATUTES, §§ 60.621 through 60.645 INTRODUCTORY NOTES AND LAW SUMMARY In Oregon, a corporation may be dissolved voluntarily, administratively, or judicially. THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION. A majority of the incorporators or initial directors of a corporation that has not issued shares and has not commenced business may dissolve the corporation by filing articles of dissolution with the Secretary of State. Articles of dissolution must set forth: (a) The name of the corporation; (b) The date of its incorporation; (c) That none of the corporation's shares has been issued and that the corporation has not commenced business; (d) That no debt of the corporation remains unpaid; and (e) That a majority of the incorporators or initial directors authorized the dissolution. A corporation may be voluntarily dissolved by the written consent of all of its shareholders. A corporation's board of directors may propose dissolution for submission to the shareholders. For a proposal to dissolve to be adopted, the board of directors must recommend dissolution to the shareholders (unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders) and the shareholders entitled to vote must approve the proposal to dissolve. The board of directors may condition its submission of the proposal for dissolution on any basis. Unless the articles of incorporation or the board of directors requires a greater vote or a vote by voting groups, the proposal to dissolve must be approved by a majority of all the votes entitled to be cast on the proposal. The corporation must notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with ORS §60.214. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. At any time after dissolution is authorized, the corporation may dissolve by delivering to the office for filing articles of dissolution setting forth: (a) The name of the corporation; (b) The date dissolution was authorized; (c) If dissolution was approved by the shareholders: (A) The number of votes entitled to be cast on the proposal to dissolve; and (B) The total number of votes cast for and against dissolution and a statement that the number cast for dissolution was sufficient for approval; and (d) If voting by voting groups is required, the voting information must be provided for each voting group entitled to vote separately on the plan to dissolve. A corporation is dissolved upon the effective date of its articles of dissolution. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (a) Collecting its assets; (b) Disposing of its properties that will not be distributed in kind to its shareholders; (c) Discharging or making provision for discharging its liabilities; (d) Distributing its remaining property among its shareholders according to their interests; and (e) Doing every other act necessary to wind up and liquidate its business and affairs. Dissolution of a corporation does not: (a) Transfer title to the corporation's property; (b) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; (c) Subject its directors or officers to standards of conduct different from those prescribed by law; (d) Change quorum or voting requirements for the board of directors or shareholders, change provisions for selection, resignation, or removal of its directors or officers or both or change provisions for amending its bylaws; (e) Prevent commencement of a proceeding by or against the corporation in its 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. To dispose of the known claims against a dissolved corporation, the corporation must notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (a) Describe information that must be included in a claim; (b) Provide a mailing address where a claim may be sent; (c) State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (d) State that the claim will be barred if not received by the deadline. A claim against the dissolved corporation is barred: (a) If a claimant who was given written notice does not deliver the claim to the dissolved corporation by the deadline; or (b) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice. A “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. The notice must: (a) Be published 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 Oregon, where its registered office is or was last located; (b) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (c) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice. If the dissolved corporation publishes a newspaper notice in accordance with the statutory provisions, 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 newspaper notice: (a) A claimant who did not receive written notice under ORS §60.641; (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. A claim against a dissolved corporation that is not barred under ORS §60.641 or ORS §60.644 may be enforced: (1) Against the dissolved corporation to the extent of its undistributed assets; or (2) If the assets have been distributed in liquidation, against the shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less. A shareholder's total liability for all claims may not exceed the total value of assets distributed to the shareholder, as of the date or dates of distribution, less any liability of the corporation paid on behalf of the corporation by that shareholder after the date of the distribution. STEPS AND GUIDELINES TO DISSOLVE AN OREGON CORPORATION Step 1: If the corporation has issued stock or has commenced business, follow the following procedures (if the corporation has not issued stock and has not commenced business, go to Step 2): 1. Have the Board adopt a resolution recommending the dissolution of the corporation to the shareholders SEE FORM A - RESOLUTION OF DIRECTORS 2. Mail a Notice of Special Meeting to each shareholder. SEE FORM B - NOTICE OF SPECIAL MEETING 3. At the special Meeting the shareholders must approve the resolution. In the alternative, the shareholders can sign a Written Consent. SEE FORM C - WRITTEN CONSENT OF SHAREHOLDERS Step 2: SEE FORM 1 - ARTICLES OF DISSOLUTION  This form must be typed or printed legibly in BLACK ink.  Indicate at the top of the page that the corporation is Business/Professional.  1. Provide the name of the corporation EXACTLY as it appears on the records of the Secretary of State.  Complete Section 2 or 3, as applicable.  Sections 4, 5, and 6 are not applicable.  Provide the printed name and signature of the person authorized to execute the Articles on behalf of the corporation. Date the Articles.  Provide a contact name and telephone number.  The filing fee is $50.00, + $5.00 if a confirmation copy is desired, payable to “Corporation Division.”  File the original and one copy. Mail the original and one copy of your ARTICLES OF DISSOLUTION to Secretary of State Corporation Division 255 Capitol Street NE, Suite 151 Salem, Oregon 97310-1327 A cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 2 – SAMPLE TRANSMITTAL LETTER Step 3: Once the corporation has been dissolved, in order to dispose of or limit all claims against the corporation, you must complete the dissolution by doing the following (See introduction above for details regarding these requirements ) : 1. You must mail a notice to all known claimants. SEE FORM 3 . 2. You must publish a notice to unknown claimants in order to eliminate any potential liability from this source. SEE FORM 4. The Notice must be published one time in a newspaper of general circulation in the county where the dissolved corporation's known place of business is or was last located. 3. You should reject claims that are filed that you contest. SEE FORM 5. Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty must apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM A RESOLUTION OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of _________________________________________________________, an Oregon corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows: ______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___. _____________________________________ Director _____________________________________ Director _____________________________________ Director Attest: _____________________________________ Secretary FORM B NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of __________________________________________________________, an Oregon corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: ___________________________________________ ___________________________________________ ___________________________________________ The purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM C WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, an Oregon corporation, hereby consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder FORM 1 ARTICLES OF DISSOLUTION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/OR/OR-Diss.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FORM 2 SAMPLE TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date State of Oregon Corporation Division 255 Capitol Street NE, Suite 151 Salem, Oregon 97310-1327 Re: Articles of Dissolution Dear Sir: Enclosed please find an original and one copy of Articles of Dissolution and the $50.00 filing fee. Please file and provide a filed copy to me. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, __________________________ Signature FORM 4 NOTICE OF DISSOLUTION AND REQUEST FOR CLAIMS NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that Articles of Dissolution for ______________________________________________________________________________ (name of corporation), an Oregon corporation with its office at ______________________________________________________________________________ (address of office), have been filed with the Secretary of State in accordance with the laws of the State of Oregon. The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim. All claims must be received _________________________________________ (this date can be no earlier than 120 days from the date of this notice). Unless sooner barred by any statute of limitations, all claims will be barred if not received by this date. DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title FORM 5 NOTICE OF DISSOLUTION AND REQUEST FOR CLAIMS (For Publication) NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that Articles of Dissolution for ______________________________________________________________________________ (name of corporation), an Oregon corporation with its office at ______________________________________________________________________________ (address of office), have been filed with the Secretary of State in accordance with the laws of the State of Oregon. The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim. Unless barred sooner by the statute of limitations, all claims will be barred unless a proceeding to enforce the claim is commenced within 5 years after the publication of this notice. DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title FORM 6 NOTICE OF REJECTION OF CLAIM NOTICE OF REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, ____________________________________________________________________, an Oregon corporation, rejected all or part of the claim you submitted to the corporation. _____ ALL OF YOUR CLAIM WAS REJECTED. _____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is: ______________________________________________________________________________ ______________________________________________________________________________ Name of Corporation: ___________________________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________