Nonprofit Corporation Administrative Dissolution and Reinstatement in Oregon
At a glance
| Entity and agency | Chapter 65 domestic nonprofit corporation; Secretary of State dissolves and reinstates (§§ 65.647, 65.651, 65.654). |
|---|---|
| Report, fee, or tax failure | Unpaid Chapter 65 fees or annual report not delivered when due; report due by incorporation anniversary, generally $50 filing (§§ 65.647(1)–(2), 65.787(1), 56.140(4)). |
| Agent and other grounds | No Oregon registered agent or office; unreported agent/office change, agent resignation, or office discontinuance; expired stated duration (§ 65.647(3)–(5)). |
| Notice and cure | Secretary gives written grounds notice; 45 days after notice is given to cure each ground or demonstrate it does not exist (§ 65.651(1)–(2)). |
| When status changes | After uncured period, Secretary administratively dissolves; Attorney General receives written notice for public benefit corporation (§ 65.651(2)). |
| Powers afterward | Existence continues only for winding up, liquidation, and claimant notice; registered-agent authority survives (§ 65.651(3)–(4)). |
| Reinstatement window | Apply within five years; Secretary may waive deadline upon request and evidence of continued existence as active concern during dissolution (§ 65.654(1), (4)). |
| Filings, payments, and name | Application states name/date and absent or eliminated grounds; name must comply with distinguishability rule. General business-registry document fee $50, subject to statutory fee-waiver power (§§ 65.654(1)–(2), 65.094(4)–(5), 56.140(4), (7)). |
| Effect and review | Reinstatement relates back; written denial reasons; noncontested-order judicial review in qualifying circuit court, generally within 60 days after order served (§§ 65.654(3), 65.657, 183.484(1)–(2)). |
Requirements one by one
Grounds and the notice clock
ORS § 65.647 permits the Secretary of State to begin dissolution for unpaid Chapter 65 fees, an annual report not delivered when due, a missing Oregon registered agent or office, failure to report their change or discontinuance, or expiration of a stated corporate duration. Section 65.787(1) makes the report due by the corporation's anniversary. Under § 65.651(1)–(2), the Secretary must give written notice of the grounds, then allow 45 days after notice is given for the nonprofit to correct each ground or establish to the Secretary's reasonable satisfaction that it does not exist. After that, the Secretary dissolves the corporation and, for a public benefit corporation, notifies the Attorney General in writing.
Life after dissolution and restoration
Section 65.651(3)–(4) continues corporate existence only for winding up, liquidation, and claimant notices while preserving the registered agent's authority. Under § 65.654(1)–(2), a corporation generally applies within five years with its name, effective dissolution date, and a statement that the grounds were absent or eliminated; the Secretary also checks name compliance with § 65.094. Section 65.654(4) allows the Secretary to waive the five-year limit if the corporation requests a waiver and shows continued existence as an active concern during dissolution. An effective reinstatement relates back to the dissolution date under § 65.654(3).
What trips people up
The five-year limit is waivable, but § 65.654(4) requires evidence of continued active existence; it is not automatic. Under § 65.094(4)–(5), the old name ordinarily must be distinguishable from active names of record, though a certified final judgment establishing prior or concurrent right to use the name can satisfy the statutory exception. ORS § 56.140(4) sets the general business-registry filing charge at $50 per document, while subsection (7) permits the Secretary to waive a fee. Section 65.787(6) separately exempts a qualifying historic-cemetery nonprofit from the annual-report fee.
Common questions
Does a missing annual-report form excuse late filing? No. ORS § 65.787(3) requires the Secretary to mail a form but says failure to receive it does not relieve the corporation of its report duty.
What if an annual report needs correction? Section 65.787(4) requires written notice and gives the corporation 45 days after that notice to correct the error. That report-correction period differs from the dissolution cure period under § 65.651(2).
Can the corporation challenge a reinstatement denial? Section 65.657 requires a written explanation and makes denial reviewable under § 183.484 as a noncontested order. Section 183.484(1) identifies the eligible circuit courts, and subsection (2) generally sets 60 days after service to petition, with a separate clock after a timely reconsideration or rehearing petition.
Statutes and sources
- ORS § 65.647 — “The Secretary of State may commence a proceeding under ORS 65.651 to administratively dissolve a corporation if” the listed grounds exist (official chapter, accessed 2026-09-28).
- § 65.651 — “within 45 days after notice is given” and “The administrative dissolution of a corporation does not terminate the authority” of the registered agent (official chapter, accessed 2026-09-28).
- § 65.654 — “may apply to the Secretary of State for reinstatement within five years from the date of dissolution” and “may waive the requirement” on stated evidence (official chapter, accessed 2026-09-28).
- § 65.657 — “Such denial of reinstatement shall be reviewable pursuant to ORS 183.484” (official chapter, accessed 2026-09-28).
- § 65.094 — “a corporate name must be distinguishable upon the records of the Secretary of State” (official chapter, accessed 2026-09-28).
- § 65.787 — “shall by the corporation's anniversary deliver to the Secretary of State for filing an annual report” (official chapter, accessed 2026-09-28).
- § 56.140 — “collect a nonrefundable fee of $50 for each document delivered for filing” (official chapter, accessed 2026-09-28).
- § 183.484 — “Petitions for review shall be filed within 60 days only following the date the order is served” (official chapter, accessed 2026-09-28).
Source links
Every statute quoted above, linked, with the date we checked it.
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