Oregon Statutes 65.554 – Authorized distributions
Unless prohibited by the corporation‘s articles of incorporation or bylaws:
Terms Used In Oregon Statutes 65.554
- Articles of incorporation: means the articles of incorporation described in ORS § 65. See Oregon Statutes 65.001
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Bylaws: means a set of provisions for managing and regulating a corporation's affairs that the corporation must adopt under ORS § 65. 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
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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
- Mutual benefit corporation: means a domestic corporation that is organized to serve and operates primarily to serve the mutual interests of a group of persons, but is not a public benefit corporation or religious corporation. See Oregon Statutes 65.001
- Nonprofit corporation: means a mutual benefit corporation, a public benefit corporation or a religious corporation. See Oregon Statutes 65.001
- Public benefit corporation: means a domestic corporation that:
(a) Is formed as a public benefit corporation under ORS § 65. See Oregon Statutes 65.001
- Religious corporation: means a domestic corporation that is formed as a religious corporation under ORS § 65. See Oregon Statutes 65.001
(1) A mutual benefit corporation may purchase the mutual benefit corporation‘s memberships and, under the circumstances indicated in ORS § 65.147 and 65.171, a public benefit corporation or religious corporation may purchase the public benefit corporation’s or religious corporation’s memberships, if after the purchase is completed:
(a) The corporation would be able to pay the corporation’s debts as they become due in the usual course of the corporation’s activities; and
(b) The corporation’s total assets would at least equal the sum of the corporation’s total liabilities.
(2) A corporation may make distributions upon dissolution in conformity with ORS § 65.621 to 65.674.
(3) A corporation may make distributions to a member that is a religious corporation or public benefit corporation or to a foreign nonprofit corporation that, if incorporated in this state, would qualify as a religious corporation or public benefit corporation. [1989 c.1010 § 129; 2019 c.174 § 87]
DISSOLUTION
(Voluntary Dissolution)