Oregon Law
Law as of Jan 1, 2026
Chapter contents
554.005Filing requirements 554.007Effective time and date of document 554.009Correcting filed document 554.010[Repealed by 1987 c.94 §171] 554.011Penalty for signing false document 554.012Forms; rules 554.015Filing duty of Secretary of State 554.016Filing, service, copying and certification fees 554.017Appeal from Secretary of State’s refusal to file document 554.018Evidentiary effect of copy of filed document 554.019Certificate of existence 554.020Articles of incorporation; filing 554.030Evidence of corporate existence 554.040Contents of articles 554.050[Repealed by 2013 c.284 §5] 554.060Challenge to validity of organization; effect of defects or omissions 554.070Membership; meetings; voting; proxies; voting trusts; quorum; removal of officers 554.080Corporate existence; powers of corporation 554.082Registered office and registered agent 554.084Change of registered office or registered agent 554.086Resignation of registered agent 554.088Service on corporation 554.090Directors; qualifications; president; seal; secretary-treasurer; exercise of corporate powers; indemnification 554.100Oath of office 554.110Powers of directors 554.120Records of proceedings of directors; lien docket; deposit of moneys; segregation of funds; accounting; warrant and bond register 554.130Assessments; certification; collections; lien; foreclosure; service charges; disposition of proceeds 554.135Alternative method for collecting assessments 554.140Directors’ duty to institute proceedings to enforce lien; attorney fees 554.150Action to compel assessment 554.160Assessments to provide funds to meet obligations; custody, disbursement and disposal of funds; general operating expenses 554.170Covenants by landowners; effect 554.180Landowners’ notice; contents 554.190Recording notice; effect; lien on land; priority 554.200Incurring indebtedness before notice recorded; scope of notice 554.210Plans and specifications; how adopted 554.220Bonds; denominations; interest; maturities; execution; coupons; amortized installment obligations 554.230Bonds; recitals; payment; liability of land 554.240Retirement of bonds; conditions of sale; resolution authorizing bond issue; surrender of bonds in payment of assessments; debts not to exceed assessments or benefits 554.250Refunding bonds 554.260Contracts with governmental agencies or others for financial assistance or cooperative action 554.270Purchase or lease of works and water rights; provision as to payment; serial coupon obligations 554.275Activity of corporation as urban service 554.280Resolution for serial coupon obligations; maturities; interest; retirement; recitals; fund for payment; assessments 554.290Warrants to pay claims; interest; assessments to pay warrants; limitation on amount of warrants 554.300Amendment of articles; approval by members; dissolution of corporation by members; inclusion of lands by irrigation, drainage or flood control district 554.302Dissolution of corporation by Secretary of State; conditions 554.305Notice of grounds for dissolution; opportunity for correction; effect of dissolution 554.307Reinstatement of dissolved corporation 554.309Denial of reinstatement; appeal 554.310[Amended by 1963 c.358 §1; 1969 c.694 §50; 1983 c.717 §32; 1985 c.351 §24; 1987 c.94 §151; repealed by 1991 c.132 §37] 554.315Annual report; contents; filing with Secretary of State; amended report 554.320Exemption from taxation 554.330[Repealed by 1969 c.345 §20] 554.340Judicial determination of legality of proceedings 554.350Service to lands outside district; findings; tax exemption 554.375Dissolution of district and reorganization as corporation; meeting of landowners; approval of reorganization by landowners 554.380Articles of incorporation for corporation formed from dissolved district; required provisions; membership 554.385Findings by board of reorganizing district; plan of dissolution; transfer of district assets to corporation; statement of dissolution 554.390Dissolution of district and reorganization as corporation under ORS 554.320 and 554.375 to 554.390 prohibited after 2004 554.410Applicability of ORS 554.005 to 554.340 to corporations organized under 1911 Act 554.420Amendment of articles, and landowners’ notice, of corporation organized under 1911 Act 554.430Applicability of 1911 Act, as amended, to corporations organized under that Act 554.440Malheur Improvement Company; exclusion or inclusion of land 554.510Authority to include or exclude lands 554.520Application for inclusion or exclusion; approval of members 554.530Application; contents; deposit; filing 554.540Meeting date 554.550Notice of meeting 554.560Quorum for meeting 554.570Effect of exclusion on existing debts 554.580Condition of approval of inclusion 554.590Articles of amendment; filing; effective date 554.600[1963 c.103 §11; repealed by 1987 c.94 §171]

Chapter 554 — Corporations for Irrigation, Drainage, Water Supply or Flood Control

ORS 554.305 Notice of grounds for dissolution; opportunity for correction; effect of dissolution

(1)

If the Secretary of State determines that one or more grounds exist under ORS 554.302 for dissolving a corporation organized under ORS 554.005 to 554.340, the Secretary of State shall give the corporation written notice of the determination.

(2)

If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State, within 45 days after notice is given, that each of the grounds that the Secretary of State has determined to be a ground for the dissolution does not exist, the Secretary of State shall dissolve the corporation.

(3)

A corporation administratively dissolved continues the corporation’s corporate existence but may not carry on any activities except activities that are necessary or appropriate to wind up and liquidate the corporation’s business and affairs and notify claimants.

(4)

The administrative dissolution of a corporation does not terminate the authority of the corporation’s registered agent.

(5)

A corporation involuntarily dissolved under this section continues to exist as a body corporate for the purpose of performing or enforcing any debt or obligation under contract or agreement with the federal or state government, including the power to levy and collect assessments for performing or enforcing the debt or obligation.

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