Corporate Appraisal and Dissenters'-Rights Procedure in Oregon

At a glance

Requirements one by one

Transactions and listed shares

The entitlement list covers approval-required and parent mergers, an acquired- company share exchange, a qualifying all-or-substantially-all property sale, preemptive-right and fractional-share amendments, noncorporate conversion, and rights added by the articles, bylaws, or board. It does not separately name domestication. ORS § 60.554(1).

Exchange-registered stock is excluded at the meeting record date or the effective date of a parent merger, unless the articles restore rights. The section states no consideration, interested-transaction, holder-count, market- value, or preferred-share exception. ORS § 60.554(3).

Owners, notices, and preservation

A record holder splitting its position must dissent for all shares beneficially owned by each represented person and give that person's name and address. A beneficial owner proceeding directly needs the record holder's written consent by assertion and must include all owned or vote-directed shares. ORS § 60.557.

Meeting notice states that rights are or may be available and includes the complete appraisal provisions. When shareholder approval is unnecessary, the corporation gives written notice that the action was taken and sends the later dissenters' notice. ORS § 60.561.

For a meeting, written intent must reach the corporation before the vote and the holder must not vote the shares for the action. Missing either condition bars payment. ORS § 60.564. A qualifying nonunanimous written-consent action instead sends the later notice to every entitled holder. ORS § 60.567(1).

Demand, deposit, and payment

The dissenters' notice is due no later than 10 days after the corporate action was taken. It gives demand and deposit destinations, uncertificated-share restrictions, an announcement/acquisition form, a demand deadline 30 to 60 days after delivery, and the complete appraisal provisions. ORS § 60.567.

The holder must demand payment, certify acquisition timing, and deposit certificates under the notice. Missing the demand or required deposit deadline bars payment. ORS § 60.571.

Ordinary payment is the corporation's estimate plus interest as soon as the action is taken, or upon receipt of the demand, with current-enough financials, the estimate, interest explanation, additional-demand warning, and governing sections. ORS § 60.577. If the action is not taken within 60 days after the demand/deposit date, certificates and transfer restrictions are returned; later action restarts notice and demand. ORS § 60.581.

The corporation may withhold for post-announcement shares and make the statutory offer. A dissatisfied holder has 30 days after payment or offer to state a written estimate and additional demand; specified 60-day payment and return failures also trigger that section. ORS § 60.584; ORS § 60.587.

Court and remedy boundary

The corporation petitions within 60 days after receiving an unsettled additional demand or pays it. Venue is the principal- or registered-office county circuit court, with a domestic-predecessor rule for a foreign survivor or acquirer. All unsettled dissenters become parties; jurisdiction is plenary and exclusive, ordinary civil discovery applies, and the court may appoint appraisers. ORS § 60.591.

Costs ordinarily fall on the corporation, with equitable shifting for arbitrary, vexatious, or bad-faith conduct. Counsel and expert fees have separate corporate-noncompliance and misconduct rules. ORS § 60.594.

Other challenges are limited to an action that is unlawful or fraudulent with respect to the shareholder or corporation. This survey does not decide whether that boundary or an exception governs a real dispute. ORS § 60.554(2).

What trips people up

Oregon lists only two charter-amendment grounds: alteration or abolition of a preemptive right, and a fractional-share reduction followed by cash acquisition. Other amendments need an articles, bylaws, or board grant under the separate expansion clause. ORS § 60.554(1)(d)-(e).

The market exclusion has no cash-consideration exception in this section. Articles may restore the right, but a holder should not import the model-act consideration or interested-transaction exceptions from another state. ORS § 60.554(3).

The initial payment demand and the additional demand are different steps. The first uses a 30-to-60-day corporation-set date after notice; the second is due within 30 days after payment or offer. ORS § 60.567(2)(d); ORS § 60.587(2).

Common questions

Does Oregon state a voluntary withdrawal rule?

No express voluntary-withdrawal procedure appears in ORS 60.551 to 60.594. That does not resolve agreement, waiver, or another rule outside this statutory route. ORS §§ 60.551 to 60.594.

Who starts the court appraisal?

The corporation must petition within 60 days after receiving an unsettled additional demand. If it does not, it owes the demanded amount. ORS § 60.591(1).

Does the court section provide a special jury rule?

No special jury provision appears in ORS 60.591 or 60.594. The statute instead grants plenary and exclusive jurisdiction, ordinary civil discovery, and an optional appraiser mechanism. ORS §§ 60.591, 60.594.

Statutes and sources

• ORS §§ 60.551 to 60.557 define the parties, value, interest, triggers, exclusion, remedy boundary, and owner rules. Accessed September 5, 2026.
• ORS §§ 60.561 to 60.587 govern notice, advance intent, demand, deposits, payment, later-acquired shares, and additional demand. Accessed September 5, 2026.
• ORS §§ 60.591 to 60.594 govern the court proceeding and cost and fee allocation. Accessed September 5, 2026.