ORS § 60.645

Current through 2024 Regular Session legislation effective March 27, 2024

Section 60.645 - Enforcement of claims against dissolved corporation

A claim against a dissolved corporation that is not barred under ORS 60.641 or 60.644 may be enforced:

(1) Against the dissolved corporation to the extent of the dissolved corporation's undistributed assets, including, without limitation, any insurance assets held by or for the benefit of the dissolved corporation that are available to satisfy the claim; or

(2) If the assets have been distributed in liquidation, against the shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less. A shareholder's total liability for all claims under this section may not exceed the total value of assets distributed to the shareholder, as of the date or dates of distribution, less any liability of the corporation paid on behalf of the corporation by that shareholder after the date of the distribution.

ORS 60.645

Amended by 2021 Ch. 221, § 2, eff. 9/25/2021.

1991 c.883 §16

Section 5, chapter 221, Oregon Laws 2021, provides:

Sec. 5. (1) The amendments to ORS 60.644, 60.645, 63.644 and 63.645 by sections 1 to 4 of this 2021 Act apply to claims against a dissolved corporation or dissolved limited liability company whether the claims arise before, on or after the effective date of this 2021 Act [September 25, 2021], including claims against corporations or limited liability companies that dissolved before the effective date of this 2021 Act, for which a final judgment, including the exhaustion or expiration of all rights of appeal, has not been entered as of the effective date of this 2021 Act.

(2) The amendments to ORS 60.644, 60.645, 63.644 and 63.645 by sections 1 to 4 of this 2021 Act revive and allow claims that might have become barred by the time limitations set forth in chapter 361, General Laws of Oregon 1917, in chapter 340, General Laws of Oregon 1927, in chapter 40, Oregon Laws 1937, in chapter 404, Oregon Laws 1939, in section 11, chapter 462, Oregon Laws 1941, in section 1, chapter 134, Oregon Laws 1947, or in ORS 57.630 (1985 Replacement Part), 60.644 (3) or 63.644 (3). [2021 c. 221, § 5]