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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.
Section provides that the secretary of state shall prepare an official paper for filing with the Oregon secretary of state a petition requesting the dissolution of a corporation as a part of the filing requirements in 11 § . Dissolution of corporations by the corporation's dissolution. (b) the Secretary of State or any other county official, as appropriate, shall assist the corporation in preparing a document or documents as necessary for filing with the proper court where the dissolution is to occur. The dissolution of a corporation must, and by law must take place in the county of: (1) its principal place of corporate or home base; or (ii) if the corporation is otherwise a domiciliary, the county in which the director is domiciled. (c)(1) the document or documents may be a final decree, judgment, order, or decree of any court of proper jurisdiction or other document authorizing a judgment to be entered, as provided by law, granting or setting aside the dissolution. (c)(2)-(4) a declaration or order of the court shall contain an affidavit by or on behalf of each person who may be a party to the case or to a proceeding at issue with respect to the dissolution. (5) the Secretary of State or county official, as appropriate, shall provide and publish an annual list of all petitions for dissolution filed with the Secretary of State and, if required by court order and upon the proper showing, shall cause an order to issue for the disposition of each file. The Secretary of State shall keep this information posted on the office's website as soon as it becomes available. (6) the court shall enter a decree or decree of dissolution if it determines that the dissolution is in the best interest of the corporation and that the court may enter the required order. (c)(5) an order entered under this paragraph may be entered only in the court which originally entered the decree of dissolution, or in the court proceeding the original decree or decree was granted or entered. (c)(6) to the extent that a decree of dissolution is required to be entered, each of the parties to the original decree of dissolution is required to be represented by counsel and the court may impose reasonable requirements governing the appointment and services of such counsel. (ii) if the court determines that such

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