Oregon Law
Law as of Jan 1, 2026
Chapter contents
711.005[Amended by 1973 c.797 §218; repealed by 1997 c.631 §567] 711.010[Amended by 1973 c.797 §219; repealed by 1997 c.631 §567] 711.015[Amended by 1973 c.797 §220; repealed by 1997 c.631 §567] 711.017[1993 c.229 §9; 1995 c.6 §3; repealed by 1997 c.631 §567] 711.020[Amended by 1973 c.797 §221; 1977 c.135 §24; 1981 c.192 §15; repealed by 1997 c.631 §567] 711.022[1973 c.797 §222; 1975 c.544 §29a; 1981 c.192 §16; repealed by 1997 c.631 §567] 711.025[Amended by 1973 c.797 §223; 1981 c.192 §17; 1987 c.197 §6; 1989 c.324 §53; repealed by 1997 c.631 §567] 711.030[Amended by 1973 c.797 §224; 1983 c.37 §21; repealed by 1997 c.631 §567] 711.032[1973 c.797 §225; repealed by 1997 c.631 §567] 711.035[Amended by 1973 c.797 §226; repealed by 1997 c.631 §567] 711.040[Amended by 1973 c.797 §227; 1981 c.192 §18; 1997 c.631 §235; renumbered 711.190 in 1997] 711.042[1973 c.797 §228; 1983 c.296 §6; repealed by 1997 c.631 §567] 711.045[Amended by 1973 c.797 §229; 1975 c.544 §30; 1977 c.135 §25; 1981 c.192 §19; 1983 c.296 §7; 1997 c.631 §236; renumbered 711.180 in 1997] 711.047[1981 c.192 §21; 1983 c.296 §8; repealed by 1997 c.631 §567] 711.050[Amended by 1973 c.797 §230; repealed by 1997 c.631 §567] 711.055[Amended by 1973 c.797 §231; 1997 c.631 §237; renumbered 711.197 in 1997] 711.060[Amended by 1973 c.797 §232; 1997 c.631 §238; renumbered 711.199 in 1997] 711.065Conversion of Oregon stock bank into insured stock institution 711.070Conversion of financial institution into Oregon stock bank; application 711.075Conversion of Oregon nonstock bank into financial institution 711.080Conversion of financial institution into Oregon nonstock bank; application 711.085Approval of conversion of Oregon bank by board or shareholders 711.090Conversion of Oregon bank or Oregon trust company to corporation or limited liability company 711.095Approval of plan of conversion; fee 711.100Articles of conversion; effective date of conversion 711.104Rights of member of Oregon bank or Oregon trust company to dissent to conversion from limited liability company to corporation; demand required; notice and offer to pay for shares; cost of appraisal of shares 711.105[Repealed by 1973 c.797 §428] 711.110[Amended by 1973 c.797 §233; repealed by 1997 c.631 §567] 711.112[1973 c.797 §234; repealed by 1997 c.631 §567] 711.115[Amended by 1973 c.797 §235; repealed by 1997 c.631 §567] 711.120[Repealed by 1973 c.797 §428] 711.125Merger of Oregon stock bank with insured stock institution; company acquiring shares of Oregon stock bank through share exchange 711.130Approval of plan of merger or share exchange involving Oregon stock bank; contents of plan; fee 711.135Action by director on plan of merger or share exchange involving Oregon stock bank; appeal 711.140Approval of merger or share exchange involving Oregon stock bank by stockholders 711.145Effective date of merger or share exchange involving Oregon stock bank 711.150Merger of Oregon nonstock bank with insured nonstock institution 711.155Approval of merger involving Oregon nonstock bank; contents of plan; fee 711.160Action by director on plan of merger involving Oregon nonstock bank; appeal 711.165Effective date of merger involving Oregon nonstock bank 711.170Sale of assets and transfer of liabilities by Oregon bank; approval of director and board of directors; fee; appeal 711.175Stockholder’s right to dissent to merger, share exchange, transfer of assets or liabilities or conversion 711.180Rights of stockholder dissenting to merger, share exchange, transfer of assets or liabilities or conversion; demand required; notice and offer to pay for shares; costs of appraisal of shares; when rights not applicable 711.185Stockholder withdrawal of demand for payment for shares made under ORS 711.180 711.190Effect of merger or conversion of Oregon bank; rights, powers, duties and liabilities of resulting financial institution 711.195Merger, conversion or acquisition of Oregon bank involving trust company 711.197Conditions for resulting Oregon bank to conform with state law 711.199Valuation of assets on books of resulting Oregon bank 711.205[Amended by 1973 c.797 §236; 1993 c.229 §10; repealed by 1997 c.631 §567] 711.207[1973 c.797 §237; repealed by 1997 c.631 §567] 711.210[Repealed by 1973 c.797 §428] 711.211[1993 c.229 §12; repealed by 1997 c.631 §567] 711.215Voluntary liquidation on approval of stockholders and director; costs of special examination 711.217Transactions exempt from ORS 711.220 to 711.235 711.220Notice of voluntary liquidation; presentation of claims 711.225Report and transfer of unclaimed deposits 711.230Claims; time within which presented; extension of time 711.235Report of liquidation to director; disposition of remaining assets 711.240Supervision and control by director 711.245[Repealed by 1973 c.797 §428] 711.250Engaging in banking or trust business prohibited after liquidation, transfer of deposit liabilities or ceasing to do business for one year; dissolution 711.305[Amended by 1973 c.797 §246; repealed by 1997 c.631 §567] 711.310[Amended by 1973 c.797 §247; 1975 c.544 §31; repealed by 1997 c.631 §567] 711.315[Amended by 1973 c.797 §248; 1975 c.544 §32; 1991 c.249 §66; repealed by 1997 c.631 §567] 711.320[Amended by 1973 c.797 §249; repealed by 1997 c.631 §567] 711.400Supervision of liquidation by circuit court; called “supervising court.” 711.405When institution deemed insolvent 711.410Transfer of assets after commission of act of insolvency or in contemplation of insolvency; exceptions 711.415Receiving deposits in excess of insurance while insolvent 711.419Taking possession of Oregon stock bank by director 711.420[Repealed by 1973 c.797 §428] 711.425[Repealed by 1973 c.797 §428] 711.430Placing business in control of director; notice 711.435Resumption of business of institution placed in control of director 711.440Receivers and assignments for benefit of creditors; notice to and action by director 711.445Notice of taking possession of institution; prohibition against liens subsequent to insolvency 711.450Prohibition against applying to enjoin director from continuing possession 711.455[Repealed by 1973 c.797 §428] 711.460[Repealed by 1973 c.797 §428] 711.465Transfer of liquidation functions to Federal Deposit Insurance Corporation 711.470Subrogation rights of Federal Deposit Insurance Corporation 711.475Inventory of assets; filing notice of taking possession 711.480Sale of assets 711.485Borrowing funds to pay closed institution expenditures 711.490Capital stock requirements of institution purchasing assets and assuming liabilities of insolvent institution 711.495Action by director to collect balance due on stock or stock assessment 711.500Liability of transferor of stock made in contemplation of insolvency; proceedings to relieve stockholder of liability prohibited 711.505Liability of fiduciary as stockholder; liability of estate and funds 711.510Deposit of money collected under ORS 711.495; security for deposit 711.515“Depositor” defined; preferences among depositors 711.520Priority of claimants against assets of Oregon stock bank that is insolvent or in liquidation 711.525Interest on deposits after Oregon stock bank closes 711.530Notice to creditors to present claims 711.535Verification and filing of claims; demand for preference 711.540Approval or rejection of claims 711.545Objection to approval of claims 711.550Objection to rejection of claims 711.554Procedure for determination of claims 711.555[Repealed by 1973 c.797 §428] 711.560Costs and disbursements in claim proceedings 711.565Claims presented after time expired 711.567Supervising court to bar claims to facilitate closing 711.570Lists of claims 711.572Liability of directors for distributing assets without payment of known debts 711.575Dividends to depositors 711.577Death of depositor; payment of claim 711.580Safety deposit boxes; removal of property 711.582Disposition of contents of safety deposit boxes 711.585Selection of agents to wind up affairs of institution; bond or letter of credit; duties of agent 711.590Disposition of unclaimed deposits; interest 711.595Destruction of liquidation records in possession of director 711.600Liquidation expenses 711.605Petitions relating to insolvent institutions; ruling by director; court review 711.610[Repealed by 1973 c.797 §428] 711.615Court filing fees 711.620Suspending or restricting payment of liabilities; duration 711.625Taking possession of Oregon stock bank by director; powers of director; expenses 711.630Pro rata withdrawals by depositors 711.635Receiving new deposits; segregation 711.640Termination of suspension or restriction on payment of liabilities 711.645Notice of termination of suspension or restriction on payment of liabilities 711.650Segregation of deposits until termination notice has been given 711.655Use of suspended deposits to pay indebtedness of depositor 711.660Assignment or transfer of capital stock while payment of liabilities suspended or restricted 711.665Suspension or restriction of liability payment not evidence of insolvency 711.670Compliance with ORS 711.620 to 711.670 as defense to depositor’s action 711.980Civil penalties 711.990[Amended by 1973 c.797 §304; repealed by 1975 c.544 §62]

Chapter 711 — Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency

ORS 711.572 Liability of directors for distributing assets without payment of known debts

The directors of an institution who vote for or assent to any distribution of assets of the institution to its stockholders during the liquidation of the institution without the payment and discharge of, or making adequate provision for, all known liabilities of the institution shall be jointly and severally liable to the institution for the value of the assets which are distributed, to the extent that the liabilities of the institution are not thereafter paid and discharged.

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Version history

2026-01-01

2025 Oregon Revised Statutes — official online source