Oregon Statutes 60.644 – Unknown claims against dissolved corporation; use of insurance assets of 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 60.644
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- 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.
- Delivery: means any method of delivery used in conventional commercial practice, including by hand, mail, commercial delivery and, in accordance with ORS § 60. See Oregon Statutes 60.001
- Person: means an individual or entity. See Oregon Statutes 60.001
- Principal office: means the physical street address of an office, in or out of this state, where the principal executive offices of a domestic or foreign corporation are located and designated in the annual report or in the application for authority to transact business in this state. See Oregon Statutes 60.001
- Proceeding: means a civil, criminal, administrative or investigatory action. See Oregon Statutes 60.001
- Service of process: The service of writs or summonses to the appropriate party.
- Summons: Another word for subpoena used by the criminal justice system.
- Written: means embodied as a document. See Oregon Statutes 60.001
(2) 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 this state, where the dissolved corporation’s 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, except as provided in subsection (4) of this section, 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.
(3) If a dissolved corporation publishes a newspaper notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred, except as provided in subsection (4) of this section, 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.
(4)(a) A claim against a dissolved corporation that may be satisfied, in whole or in part, by insurance assets held by, on behalf of or for the benefit of the dissolved corporation, including any rights, benefits or proceeds arising or derived from the insurance assets, is not subject to the time limitation set forth in subsection (3) of this section, in chapter 361, General Laws of Oregon 1917, in chapter 340, General Laws of Oregon 1927, in chapter 40, Oregon Laws 1937, in chapter 404, Oregon Laws 1939, in section 11, chapter 462, Oregon Laws 1941, in section 1, chapter 134, Oregon Laws 1947, or in ORS § 57.630 (1985 Replacement Part), but is subject to other applicable statutes of limitation. A claimant that brings a claim after the time limitation set forth in subsection (3) of this section, in chapter 361, General Laws of Oregon 1917, in chapter 340, General Laws of Oregon 1927, in chapter 40, Oregon Laws 1937, in chapter 404, Oregon Laws 1939, in section 11, chapter 462, Oregon Laws 1941, in section 1, chapter 134, Oregon Laws 1947, or in ORS § 57.630 (1985 Replacement Part) may not recover from the dissolved corporation more than the rights, benefits or proceeds available from the insurance assets.
(b) Notwithstanding ORS § 60.121, a claimant may serve a summons or other process upon a dissolved corporation for a claim described in paragraph (a) of this subsection by delivering the summons or process to a director or officer of the dissolved corporation, to a person that has charge of the dissolved corporation’s assets or, if the claimant cannot locate the director, officer or person, to any agent who was authorized to accept service of process immediately before the corporation dissolved.
(c) If a claimant states in an affidavit to a circuit court of this state that the claimant cannot after due diligence locate any of the persons described in paragraph (b) of this subsection, the court may provide in an order that the claimant may serve process upon the dissolved corporation by personally delivering the service, together with a copy of the court’s order, to the office of the Secretary of State. Service delivered as provided in this paragraph is complete on the 10th day after the delivery. [1987 c.52 § 145; 1991 c.883 § 11; 2021 c.221 § 1]