Lee (House of R.E.A.P.) v. Secretary of State

ORS 65.067 does not prohibit the reinstatement of administratively dissolved corporations sole which are otherwise eligible for reinstatement under ORS 65.654.

Lee appealed the dismissal of his petition for judicial review of the Secretary of State’s refusal to reinstate House of R.E.A.P., Lee’s corporation sole. Lee assigned error to the trial court’s application of ORS 65.067(5) in granting the Secretary’s motion to dismiss. On appeal, Lee argued that the corporation, which had been administratively dissolved, could be reinstated because it met the requirements for reinstatement under ORS 65.654. In response, the Secretary argued that ORS 65.067(5) prohibits the incorporation of new corporations sole after 2015, and therefore prohibits reinstatement as well. ORS 65.067 does not prohibit the reinstatement of administratively dissolved corporations sole which are otherwise eligible for reinstatement under ORS 65.654. The Court, construing ORS 65.067(5), reasoned that by specifically preventing the formation of new corporations sole, the subsection did not prevent the reinstatement of previously existing corporations sole. The Court found that the phrase “may continue to operate” distinguished corporations existing before the statute’s effective date, from those existing after, and did not require ongoing operations. Furthermore, the Court found that ORS 65.067(3), which makes corporations sole subject to all provisions of ORS chapter 65, except those specifically exempted, means that corporations sole are subject to the process for reinstatement following administrative dissolution under ORS 65.654. Reversed and remanded.