Private Corporations

ORS 60.151
Liability of shareholders


(1)

A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.

(2)

A shareholder of a corporation is not personally liable for the acts or debts of the corporation merely by reason of being a shareholder. [1987 c.52 §39]

Notes of Decisions

Under Former Similar Statute (Ors 57.131)

Plaintiff seeking to collect corporate debt from shareholder based on shareholder's actual control over corporation must prove that plaintiff's inability to collect from corporation resulted from improper conduct of shareholder. Amfac Foods v. Int'l Systems, 294 Or 94, 654 P2d 1092 (1982)

In General

Controlling shareholder is not entitled to immunity for damage caused by inadequate original capitalization. Klokke Corp. v. Classic Exposition, Inc., 139 Or App 399, 912 P2d 929 (1996), Sup Ct review denied

Chapter 60

Notes of Decisions

In General

Owner of corporate shares that does not meet definition for "shareholder" does not have statutorily created inspection rights. Yeoman v. Public Safety Center, Inc., 241 Or App 255, 250 P3d 411 (2011), Sup Ct review denied

Atty. Gen. Opinions

Under Former Similar Statutes (Ors Chapter 58)

This chapter as authorizing partnership of corporation and individual; validity of partnership between a private corporation and an individual when corporation charter so provides, (1972) Vol 36, p 94

Law Review Citations

Under Former Similar Statutes (Ors Chapter 57)

18 WLR 123 (1982)

In General

24 WLR 203, 257, 275 (1988); 30 WLR 407 (1994)


Source

Last accessed
Jun. 26, 2021