Corporate Director and Shareholder Liability for Unlawful Distributions in Oregon

Short answer An Oregon director who votes for or assents to a distribution contrary to Chapter 60 or the articles may owe the corporation the excess if the director failed the statutory conduct standard. A liable director may seek contribution from other noncompliant directors and shareholders who knowingly accepted the unlawful amount. The liability section states no special filing period.

State

Oregon

Statute checked

September 27, 2026

Sources

12 statutes

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At a glance

Law, transactions, and persons	ORS 60.367; voting/assenting directors and knowing recipient shareholders through contribution; § 60.001(7) includes dividends and share reacquisitions.
Underlying prohibited distribution	Distribution violates Chapter 60 or articles (§ 60.367(1)); § 60.181(3) requires board judgment on post-payment debt and asset/preference capacity.
Director conduct and defenses	Vote or assent without compliance with § 60.357 good-faith, care, best-interests standard; qualified reliance is available absent contrary knowledge.
Amount, interest, and shared liability	Corporation may recover excess above lawful amount (§ 60.367(1)); section sets no separate interest or joint-and-several formula.
Who may enforce	Corporation is express beneficiary of director liability (§ 60.367(1)); creditors are not named there.
Recipient shareholder recovery	Liable director may claim contribution from shareholder for amount accepted knowing violation of Chapter 60 or articles (§ 60.367(2)(b)).
Contribution and dissent	Contribution from other directors who voted/assented without meeting § 60.357 standard; compliant director falls outside § 60.367(1).
Filing periods	§ 60.367 states no special director-claim or contribution filing period; § 60.181(5) gives distribution measurement events, not a claim deadline.
Related remedies and limits of this comparison	§ 60.367 addresses statutory excess recovery; this cell does not calculate permitted distributions or decide other remedies.

Requirements one by one

Distribution and director conduct

ORS 60.001(7) defines distributions to include dividends, share purchases or redemptions, distribution of debt, and other transfers to shareholders in respect of shares. ORS 60.181(1), (3) subjects board-authorized distributions to articles restrictions and the board’s judgment that the corporation can pay debts as due and meet the assets, liabilities, and superior-preference threshold. ORS 60.367(1) reaches a distribution violating Chapter 60 or the articles.

The director must vote for or assent to the distribution without complying with ORS 60.357’s conduct standard (§ 60.367(1)). Section 60.357(1) requires good faith, ordinarily prudent care, and a reasonable belief in the corporation’s best interests. Subsections (2)–(3) permit qualified reliance on information and reports when the director lacks knowledge making reliance unwarranted.

Excess recovery and contribution

Section 60.367(1) makes the director liable to the corporation for the amount above what Chapter 60 or the articles would permit. A director held liable may claim contribution from other directors who voted for or assented to the payment without meeting ORS 60.357’s standards. The director may also seek contribution from a shareholder for the amount that shareholder accepted knowing it violated Chapter 60 or the articles (§ 60.367(2)). The shareholder clause is a contribution right of the liable director.

What trips people up

Section 60.367 states no special filing period for its director claim or contribution. ORS 60.181(5) describes when the effect of a distribution is measured, including different events for debt and other payments; those measurement rules do not themselves state a lawsuit deadline. This page does not calculate whether a particular distribution was permissible.

Common questions

Does a recipient need knowledge of the violation?

For contribution under ORS 60.367(2)(b), yes. The clause requires that the shareholder accepted the amount knowing the distribution violated Chapter 60 or the articles.

Does the section give creditors a direct claim?

ORS 60.367(1) names the corporation as beneficiary of its director claim. It does not name a creditor as a direct claimant under that section.

Statutes and sources

Or. Rev. Stat. § 60.001, accessed September 27, 2026: distribution forms.
Or. Rev. Stat. § 60.181, accessed September 27, 2026: distribution limits and measurement events.
Or. Rev. Stat. § 60.357, accessed September 27, 2026: director conduct and reliance.
Or. Rev. Stat. § 60.367, accessed September 27, 2026: excess liability and contribution.

Source links

Every statute quoted above, linked, with the date we checked it.

Or. Rev. Stat. § 60.001 · accessed 2026-09-27

Or. Rev. Stat. § 60.181 · accessed 2026-09-27

Or. Rev. Stat. § 60.357 · accessed 2026-09-27

Or. Rev. Stat. § 60.367 · accessed 2026-09-27

This page gives general legal information about statutory recovery for an unlawful distribution by an ordinary domestic business corporation. It is not legal or financial advice. The corporation's governing documents, financial records, transaction terms, board records, and current statute determine which rules apply. The table does not decide whether a distribution is unlawful or whether any director or shareholder is liable. Separate creditor, fraudulent-transfer, bankruptcy, fiduciary-duty, and tax rules may apply. Confirm current official law and obtain licensed advice for a specific dispute or transaction.

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