Oregon Statutes 65.992 – Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action
(1) An officer, director, employee or agent of a shell entity is liable for damages to a person that suffers an ascertainable loss of money or property as a result of the officer, director, employee or agent:
Terms Used In Oregon Statutes 65.992
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Director: means an individual who acts as a member of the board of directors, who has a right to vote on questions concerning the management and regulation of a corporation's affairs and who is:
(a) An appointed director;
(b) A designated director; or
(c) A director elected by the incorporators, directors or members. See Oregon Statutes 65.001
- Employee: means an individual that a corporation employs, including an officer or director whom the corporation employs with compensation for services beyond the services of board membership. See Oregon Statutes 65.001
- Entity: means a domestic corporation, foreign corporation, business corporation and foreign business corporation, profit and nonprofit unincorporated association, corporation sole, business trust, partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government and any foreign government. See Oregon Statutes 65.001
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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
- Shell entity: means an entity that has the characteristics described in ORS § 65. See Oregon Statutes 65.001
(a) Making, issuing, delivering or publishing, or participating in making, issuing, delivering or publishing, a prospectus, report, circular, certificate, financial statement, balance sheet, public notice or document concerning the shell entity or the shell entity’s shares, assets, liabilities, capital, earnings, accounts or business operations that the officer, director, employee or agent knows is false in any material respect;
(b) Making an entry or causing another person to make an entry in the shell entity’s books, records, minutes or accounts that the officer, director, employee or agent knows is false in any material respect; or
(c) Removing, erasing, altering or canceling, or causing another person to remove, erase, alter or cancel, an entry in the shell entity’s books, records, minutes or accounts if by means of the removal, erasure, alteration or cancellation the officer, director, employee or agent intends to deceive another person.
(2) An officer, director, employee or agent of a shell entity that engages in any of the actions described in subsection (1) of this section in a submission to, or an interaction with, a public agency, as defined in ORS § 180.750, makes a false claim and is subject to a civil action as provided in ORS § 180.750 to 180.785. [2019 c.174 § 2]