ORS 60.637 Effect of dissolution

A dissolved corporation continues the corporation’s corporate existence but may not carry on any business except that appropriate to wind up and liquidate the corporation’s business and affairs, including:

Collecting the corporation’s assets;

Disposing of the corporation’s properties that will not be distributed in kind to the corporation’s shareholders;

Discharging or making provision for discharging the corporation’s liabilities;

Distributing the corporation’s remaining property among the corporation’s shareholders according to the shareholders’ interests;

Adopting a plan of merger; and

Doing other acts necessary to wind up and liquidate the corporation’s business and affairs.

Dissolution of a corporation does not:

Transfer title to the corporation’s property;

Prevent transfer of the corporation’s shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records;

Subject the corporation’s directors or officers to standards of conduct different from those prescribed in this chapter;

Change quorum or voting requirements for the board of directors or shareholders, change provisions for selection, resignation, or removal of the corporation’s directors or officers or both or change provisions for amending the corporation’s bylaws;

Prevent commencement of a proceeding by or against the corporation in the corporation’s corporate name;

Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

Terminate the authority of the registered agent of the corporation.