Oregon § 60.627 Dissolution by board of directors and shareholders

Oregon Statutes

§ 60.627 — Dissolution by board of directors and shareholders

Oregon § 60.627

Vol.2

Title 7Corporations and Partnerships

Ch. 60Private Corporations

This text of Oregon § 60.627 (Dissolution by board of directors and shareholders) is published on Counsel Stack Legal Research, covering Oregon primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Or. Rev. Stat. § 60.627 (2026).

Text

(1)A corporation’s board of directors may propose dissolution for submission to the shareholders.

(2)For a proposal to dissolve to be adopted:

(a)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

(b)The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (5) of this section.

(3)The board of directors may condition its submission of the proposal for dissolution on any basis.

(4)The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with

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(1) A corporation’s board of directors may propose dissolution for submission to the shareholders.
(2) For a proposal to dissolve to be adopted:
(a) 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
(b) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (5) of this section.
(3) The board of directors may condition its submission of the proposal for dissolution on any basis.
(4) The corporation shall 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.
(5) Unless the articles of incorporation or the board of directors, acting pursuant to subsection (3) of this section, require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on the proposal.