Oregon Revised Statutes
As used in this chapter: “Anniversary” means the day each year that is exactly one or more years after: The date on which the Secretary of State files the articles of incorporation for a domestic corporation. The date on which the Secretary of State files an application for authority to transact business for a foreign corporation. “Articles of incorporat…
For the Secretary of State to file a document under this chapter, the document must: Satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section. Be a type of document that this chapter or another law requires or permits a person to file with the Secretar…
The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 for copying any public record under this chapter, certifying the copy or certifying to other facts of record unde…
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Except as provided in subsection (2) of this section and ORS 60.014 (3), 60.273 (3) and 60.285, a document accepted for filing is effective on the date the Secretary of State files the document and at the time, if any, the document specifies as the document’s effective time or at 12:01 a.m. on that date if the document does not specify an effective time. If…
A domestic or foreign corporation may correct a document filed by the Secretary of State, other than an annual report, if the document contains an incorrect statement or was defectively signed, attested, sealed, verified or acknowledged. A domestic or foreign corporation shall correct a document by delivering articles of correction to the office. The articl…
Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed by this chapter. The Secretary of State may by rule require the use of the forms.
If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of ORS 60.004, the Secretary of State shall file it. The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, except as provided in ORS 60.114, 60.117, 60…
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If the Secretary of State refuses to file a document delivered to the office for filing, the domestic or foreign corporation, in addition to any other legal remedy which may be available, shall have the right to appeal from such order pursuant to the provisions of ORS chapter 183.
A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State’s signature, which may be in facsimile, is conclusive evidence that the original document or a facsimile thereof, is on file with the office. The provisions of ORS 56.110 shall apply to all documents filed pursuant to this chapter.
Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. A certificate of existence or authorization when issued means that: The domestic corporation’s corporate name or the foreign corporation’s corporate name is registered in this state; The d…
No operative statutory text appears at this designation in the selected edition.
The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter.
The Secretary of State may investigate an alleged or potential violation of this chapter and, in the course of the investigation or in response to a request from a law enforcement agency, may order a corporation to: Prepare and submit to the Secretary of State within 30 days the list described in ORS 60.771 (3); and Answer within 30 days any interrogatory …
Notice under this chapter must be written unless oral notice is reasonable in the circumstances in which the notice is given. A notice or other communication may be given or sent by any method of delivery, except that an electronic transmission must use a method of delivery that complies with subsection (4) of this section. If delivery in accordance with p…
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One or more individuals 18 years of age or older, a domestic or foreign corporation, a partnership or an association may act as incorporators of a corporation by delivering articles of incorporation to the office for filing.
Articles of incorporation must set forth: A corporate name for the corporation that satisfies the requirements of ORS 60.094; The number of shares the corporation is authorized to issue; The address, including street and number, and mailing address, if different, of the corporation’s initial registered office and the name of the corporation’s initial regi…
No operative statutory text appears at this designation in the selected edition.
Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed by the Secretary of State. The Secretary of State’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or r…
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation, are jointly and severally liable for all liabilities created while so acting.
After incorporation, if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting. After incorporation,…
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The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may contain all provisions necessary for managing the corporation during the emerge…
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Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. A person may not incorporate a corporation under this chapter for any illegal purpose or with an intent to fraudulently conceal any business activity from another person or a governm…
Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name. Unless its articles of incorporation provide otherwise, every corporation has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation, pow…
No operative statutory text appears at this designation in the selected edition.
In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may: Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and Relocate the principal office, designate alternative principal offices or regional offices or authorize the officers to do…
Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. A corporation’s power to act may be challenged: In a proceeding by a shareholder against the corporation to enjoin the act; In a proceeding by the corporation, directly, derivatively,…
No operative statutory text appears at this designation in the selected edition.
A corporate name shall contain one or more of the words “corporation,” “incorporated,” “company” or “limited” or an abbreviation of one or more of those words. A corporate name shall not contain the word “cooperative.” A corporate name shall be written in the alphabet used to write the English language and may include Arabic and Roman numerals and incident…
No operative statutory text appears at this designation in the selected edition.
No operative statutory text appears at this designation in the selected edition.
A foreign corporation may apply to the office to register its corporate name. The application must set forth the corporate name, the state or country of its incorporation, the date of its incorporation and a brief description of the nature of the business in which it is engaged and a statement that it is not carrying on or doing business in the State of Ore…
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A corporation shall continuously maintain in this state a registered agent and registered office that may be, but need not be, the same as any of the corporation’s places of business. The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial…
A corporation may change the corporation’s registered office or registered agent by delivering to the Secretary of State for filing a statement of change that: Lists the name of the corporation; Specifies the address, including the street name and number, of the new registered office, if the corporation intends to change the registered office; Specifies t…
A registered agent may resign as agent upon delivering a signed statement to the office and giving notice in the form of a copy of the statement to the corporation. The statement may include a statement that the registered office is also discontinued. Upon delivery of the signed statement, the Secretary of State shall file the resignation statement. The cop…
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The registered agent appointed by a corporation shall be an agent of the corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served. The Secretary of State shall be an agent of a corporation including a dissolved corporation upon whom any such process, notice or demand may be served whene…
No operative statutory text appears at this designation in the selected edition.
Articles of incorporation must prescribe the classes of shares and the number of shares of each class that a corporation may issue. A corporation may not issue a document that entitles an unidentified individual or entity that possesses the document to a share in the corporation. If the corporation may issue more than one class of shares, the articles of i…
If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations and relative rights, subject to the requirements of ORS 60.131, of any class of shares before the issuance of any shares of that class or one or more series within a class before the issuance of any shares of that series. Each se…
A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or canceled. The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of subsection (3) of this section and ORS 6…
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A corporation may: Issue fractions of a share or pay in money the value of fractions of a share; Arrange for disposition of fractional shares by the shareholders; and Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share. Each certificate representing scrip must be consp…
A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. The board of directors may determine the payment term of subscriptions for shares that were entered into before incorporation unless the subscription agree…
The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for serv…
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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. A shareholder of a corporation is not personally liable for the acts or debts of the corporation merely by …
Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend. Shares of one class or series may not be issued as a share dividend in respect to shares of…
A corporation may issue rights, options or warrants for purchasing shares of the corporation. The board of directors shall determine the terms upon which the corporation issues the rights, options or warrants. The board shall also determine the form and content of the rights, options and warrants and the consideration for which the shares are to be issued. …
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Shares may be but are not required to be represented by certificates. Unless this chapter or another statute expressly provides otherwise, shareholder rights and obligations are identical whether or not shares are represented by certificates. At a minimum, each share certificate must state on the certificate’s face: The name of the issuing corporation and …
Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation. Within a reason…
The articles of incorporation, bylaws, agreements among shareholders or agreements between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restric…
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A corporation may pay the expenses of selling or underwriting its shares and organizing or reorganizing the corporation from the consideration received for shares. (Subsequent Acquisition of Shares by Shareholders and Corporation)
Except to the extent limited or denied by this section or by the articles of incorporation, the shareholders of a corporation incorporated prior to June 15, 1987, shall have preemptive rights as defined in this section. By articles of amendment or restated articles filed after such date, a corporation may eliminate preemptive rights under this subsection by …
A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares. If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation. If pursuant to this section, the number o…
A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (3) of this section. If the board of directors does not fix the record date for determining shareholders entitled to a distribution, other than a date involving a purchase,…
Except as provided in subsection (4) of this section, a corporation shall hold an annual meeting of the shareholders at a time stated in or fixed in accordance with the bylaws. An annual shareholders’ meeting may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or at a place the board of directors specifies, prov…
A corporation shall hold a special meeting of shareholders: On call of the board of directors of the corporation or of a person that the articles of incorporation or bylaws authorize to call the meeting; or Except as provided in this paragraph and in subsection (2) of this section, if the holders of at least 10 percent of all votes entitled to be cast on a…
The circuit court of the county where a corporation’s principal office is located, or, if the principal office is not in this state, where the registered office of the corporation is or was last located, may summarily order a meeting to be held: On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual me…
At each meeting of shareholders, a chairperson shall preside. The chairperson shall be appointed as provided in the bylaws or, in the absence of such provision, by the board. Unless the articles of incorporation or bylaws provide otherwise, the chairperson shall determine the order of business and shall have the authority to establish rules for the conduct …
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Action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. Notwithstanding paragraph (a) of this subsection, the articles of incorporation may provide that action required or permitted by this chapter to be taken at a shareh…
A corporation shall notify shareholders of the date, time and place of each annual and special shareholders’ meeting not earlier than 60 days nor less than 10 days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting. U…
A shareholder may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. The waiver must be in writing, be signed by the shareholder entitled to the notice and be delivered to the corporation for inclusion in the minutes for filing with the corporate records. A shareholder’s attendance at a meeting waives objection t…
Unless otherwise provided in the articles of incorporation or bylaws, a majority of votes represented at a meeting of shareholders, whether or not a quorum, may adjourn the meeting from time to time to a different time and place without further notice to any shareholder of any adjournment, except as such notice may be required by ORS 60.214. At the adjourned…
No operative statutory text appears at this designation in the selected edition.
The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote or to take any other action. The record date must be the same for all voting groups. If the bylaws do not fix or provide for fixing a record…
Shareholders and proxy holders that are not physically present for a shareholders’ meeting may participate in the meeting, be deemed present in person and vote if the board of directors authorizes participation by remote communication. Participation by remote communication is subject to guidelines and procedures that the board adopts. Before a board of dire…
A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors’ determinations. Each…
After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. The list must be arranged by voting group, and within each voting group by class or series of shares and show the address of and number of shares held by each shareholder. The …
Except as provided in subsections (2) and (3) of this section and in ORS 60.807, or unless a corporation’s articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote. The shares of a corporation are not entitled to vote…
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A shareholder may vote shares in person or by proxy. A shareholder may authorize a person or persons to act for the shareholder as proxy in any one of the following manners: A shareholder or the shareholder’s designated officer, director, employee or agent may sign a document. A shareholder may send or authorize an agent to send an electronic transmission…
A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. The procedure referred to in subsection (1) of this section may set forth: The types of nominees to which it appl…
If the name signed on a vote, consent, waiver or proxy authorization corresponds to the name of a shareholder, a corporation, if acting in good faith, may accept the vote, consent, waiver or proxy authorization and give the vote, consent, waiver or proxy authorization effect as the act of the shareholder. If the name signed on a vote, consent, waiver or pro…
Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide for a lesser or greater number in accordance with ORS 60.247, a majority of the votes entitled to be cast on the matter by the voting grou…
If the articles of incorporation or this chapter provide for voting by a single group on a matter, action on that matter is taken when voted upon by that voting group as provided in ORS 60.241. If the articles of incorporation or this chapter provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by …
The articles of incorporation may provide for a lesser or greater quorum requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter, but in no event shall a quorum for shareholders, or any voting group of shareholders, consist of less than one-third of the votes entitled to be cast on any matter by the shareholders, …
Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide. A statement included in the artic…
One or more shareholders may create a voting trust and conferring on a trustee the right to vote or otherwise act for them by signing an agreement setting out the provisions of the trust which may include anything consistent with its purpose and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a lis…
Two or more persons may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not a voting trust subject to the provisions of ORS 60.254. A voting agreement created under this section is specifically enforceable. (Derivative Proceedings)
A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time. A complaint in a proceeding brought in the righ…
An agreement among the shareholders of a corporation entered into after December 31, 1993, that is inconsistent with one or more other provisions of this chapter is effective among the shareholders and the corporation, and binding on the board of directors, if the agreement complies with this section and it: Restricts the discretion or powers of the board o…
As used in ORS 60.270 to 60.291: “Corporate action” means an action that a corporation takes or an action that an incorporator, the board of directors, a committee, an officer, an agent or another person takes on the corporation’s behalf. “Corrected corporate action” means a corporate action that a corporation ratifies in accordance with ORS 60.270 to 60.2…
A defective corporate action is not void or voidable if the corporation ratifies the defective corporate action in accordance with ORS 60.276 or validates the defective corporate action in accordance with ORS 60.288. Ratification under ORS 60.276 or validation under ORS 60.288 is not the exclusive means of ratifying or validating a defective corporate actio…
Except as provided in ORS 60.273 (2), a corporation’s board of directors may ratify a defective corporate action only in accordance with this section. In a notice of a proposal to ratify the defective corporate action, the corporation shall: Identify the defective corporate action the proposal seeks to ratify and, if the defective corporate action involved …
Quorum and voting requirements that applied to the board of directors at the time a corporation took a defective corporate action apply also to the board of directors in taking an action to ratify the defective corporate action. Except as provided in paragraph (b) of this subsection, if the shareholders of a corporation must, under ORS 60.276 (3), approve a…
Except as provided in paragraph (b) of this subsection, unless the shareholders of a corporation must approve a ratification of a defective corporate action under ORS 60.276 (3), the corporation shall send notice of the ratification to each person, whether or not the person may vote, that holds valid and putative shares of the corporation on: The later of t…
On and after the date on which a corporation ratifies a defective corporate action under ORS 60.276 or validates a defective corporate action under ORS 60.288, the defective corporate action becomes a corrected corporate action and, notwithstanding the 120-day period provided in ORS 60.291 for challenges to the ratification: A corrected corporate action is …
If this chapter requires a corporation to file a ratification or approval of a defective corporate action, or would have required the corporation to file the ratification or approval at the time the corporation took the defective corporate action, the corporation shall submit to the Secretary of State articles of validation for filing. The Secretary of State…
Subject to subsection (2) of this section, a circuit court of this state may: Determine the validity and effectiveness of a corporate action or a defective corporate action; Determine the validity and effectiveness of a ratification or approval of a defective corporate action; Determine the validity of any putative shares; Order the corporation to conduc…
Each corporation shall have a board of directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized by ORS 60.265.
The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless required by the articles of incorporation or bylaws.
A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. Notwithstanding ORS 60.001 (22), the estate of an incompetent individual or a deceased individual may not be a director. The number of directors may be increased or decreased from time to time by ame…
If the articles of incorporation authorize dividing the shares into classes or series, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes or series of shares. Each class or classes or series of shares entitled to elect one or more directors is a separate voting group for pur…
The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected. The terms of all other directors expire at the next annual shareholders’ meeting following their election unless their terms are staggered under ORS 60.317. A decrease in the number of directors does not shorten an incumbent directo…
The articles of incorporation or the bylaws may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group to be as nearly equal in number as possible. If the terms of the directors are staggered, the terms of directors in the first group expire at the first annual shareholders’ meeting …
A director may resign at any time by delivering written notice to the board of directors, the board’s chairperson or the corporation. A resignation is effective when the notice is effective under ORS 60.034 unless the notice specifies a later effective date. Once delivered, a notice of resignation is irrevocable unless the board of directors permits the re…
The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director. If cumulative voting is authorized, a di…
The circuit court of the county where a corporation’s principal office is located or if the principal office is not in this state where its registered office is or was last located, may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least 10 percent of the outstanding sha…
Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: The shareholders may fill the vacancy; The board of directors may fill the vacancy; or If the directors remaining in office constitute fewer than a quorum of the board, they may fil…
Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. (Meetings and Action of Board)
The board of directors may hold regular or special meetings in or out of this state. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all directors participating…
Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and in…
Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting. Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days’ no…
A director may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. Except as provided by subsection (2) of this section, the waiver must be in writing, must be signed by the director entitled to the notice, must specify the meeting for which notice is waived and must be filed with the minutes or corporate records. …
Unless the articles of incorporation or bylaws requires a greater number or a lesser number as authorized under subsection (2) of this section, a quorum of a board of directors consists of: If the corporation has a fixed board size, a majority of the fixed number of directors; or If the corporation has a variable-range size board, a majority of the number …
Unless this chapter, the articles of incorporation or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on each committee. Unless this chapter provides otherwise, the creation of a committee and appointment of members to it must be approved by the greater o…
A director shall discharge the duties of a director, including the duties as a member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the director reasonably believes to be in the best interests of the corporation. In discharging the duties of a director,…
A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable by the corporation solely because of the director’s interest in the transaction if any one of the following is true: The material facts of the transaction and th…
Except as provided by subsection (3) of this section, a corporation may not lend money to or guarantee the obligation of a director of the corporation unless: The particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, excluding the votes of shares owne…
Unless the director complies with the applicable standards of conduct described in ORS 60.357, a director who votes for or assents to a distribution made in violation of this chapter or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this …
A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws which shall include a president and a secretary. A duly appointed officer may appoint one or more officers or assistant officers if such appointment is authorized by the bylaws or the board of directors. The secretary shall have the r…
Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
An officer with discretionary authority shall discharge the duties of an officer under that authority: In good faith; With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and In a manner the officer reasonably believes to be in the best interests of the corporation. In discharging the duties of an offi…
An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective under ORS 60.034 unless the notice specifies a later effective time. If a resignation is made effective at a later time and the corporation accepts the future effective time, the corporation’s board of directors or the appointing…
The appointment of an officer does not itself create contract rights. Removal or resignation of an officer does not affect the contract rights, if any, of the corporation or the officer. (Indemnification)
As used in ORS 60.387 to 60.414: “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction. “Director” means an individual who is or was a director of a corporation or an individual who, while a director of a corporatio…
Except as provided in subsection (4) of this section, a corporation may indemnify an individual against liability incurred in a proceeding to which the individual was made a party because the individual is or was a director if: The conduct of the individual was in good faith; The individual reasonably believed that the individual’s conduct was in the best …
Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.
A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: The director furnishes the corporation with a signed written affirmation of the director’s good faith belief that the director has met the standard of conduct described in ORS 60.391; and …
Unless the corporation’s articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnifi…
A corporation may not indemnify a director under ORS 60.391 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in ORS 60.391. A determination that indemnification of a director is permissible shall b…
Unless a corporation’s articles of incorporation provide otherwise: An officer of the corporation is entitled to mandatory indemnification under ORS 60.394, and is entitled to apply for court-ordered indemnification under ORS 60.401, in each case to the same extent as a director under ORS 60.394 and 60.401. The corporation may indemnify and advance expense…
A corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, officer, employee or agent of the corporation or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, office…
The indemnification and provisions for advancement of expenses provided by ORS 60.387 to 60.411 shall not be deemed exclusive of any other rights to which directors, officers, employees or agents may be entitled under the corporation’s articles of incorporation or bylaws, any agreement, general or specific action of its board of directors, vote of shareholde…
A corporation may amend its articles of incorporation at any time to add, change or delete any provision if the articles of incorporation as amended would be permitted under this chapter as of the effective date of the amendment. A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporat…
Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without shareholder action to: Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; Delete the names and addresses of the ini…
A corporation’s board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders. For the amendment to be adopted, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annu…
The holders of the outstanding shares of a class are entitled to vote as a separate voting group if shareholder voting is otherwise required by this chapter on a proposed amendment if the amendment would: Increase or decrease the aggregate number of authorized shares of the class; Effect an exchange or reclassification of all or part of the shares of the c…
If a corporation has not yet issued shares, its incorporators or the board of directors may adopt one or more amendments to the corporation’s articles of incorporation. If any such amendment relates to the duration, purposes, authorized capital, rights or preferences of shares or internal affairs, the incorporators or board of directors shall immediately not…
A corporation amending its articles of incorporation shall deliver articles of amendment to the office for filing. Articles of amendment shall contain: The name of the corporation; The text of each amendment adopted; If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if n…
A corporation’s board of directors may restate its articles of incorporation at any time with or without shareholder action. If a corporation has not yet issued shares, its incorporators or the board of directors may adopt restated articles of incorporation, subject to the requirements of ORS 60.444. The restatement may include one or more amendments to the…
A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by ORS 60.047. The individual or i…
An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation’s name does not abate a proceeding brought by or against the corporation…
A corporation’s board of directors may amend or repeal the corporation’s bylaws unless: The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or in part; or The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw. A cor…
If expressly authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is required by this chapter. The adoption or amendment of a bylaw that adds, changes or deletes a greater quorum or voting requirement for shareholders…
A bylaw provision that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: If the provision was originally adopted by the shareholders, only by the shareholders; or If the provision was originally adopted by the board of directors, either by the shareholders or by the board of directors. A bylaw provision ad…
As used in ORS 60.470 to 60.501: “Business entity” means: Any of the following for-profit entities: A professional corporation organized under ORS chapter 58, predecessor law or comparable law of another jurisdiction; A corporation organized under this chapter, predecessor law or comparable law of another jurisdiction; A limited liability company organi…
A business entity may be converted to a corporation organized under this chapter. A corporation organized under this chapter may be converted to another business entity organized under the laws of this state if the statutes that govern the other business entity permit the conversion. A business entity may perform a conversion described in paragraph (a) or …
A plan of conversion shall be approved as follows: In the case of a corporation, in the manner provided in ORS 60.487 for mergers; and In the case of a business entity other than a corporation, as provided by the statutes governing that business entity. After a conversion is approved, and at any time before articles of conversion are filed, the planned co…
After the owners approve a conversion, the converting business entity shall: File articles of conversion that state the name and type of business entity that existed before conversion and the name and type of business entity that will exist after conversion; and File a plan of conversion or, in lieu of a plan of conversion, a written declaration that: Ide…
When a conversion to or from a corporation pursuant to ORS 60.472 takes effect: The business entity continues its existence despite the conversion; Title to all real estate and other property owned by the converting business entity is vested in the converted business entity without reversion or impairment; All obligations of the converting business entity…
One or more business entities may merge into a corporation organized under this chapter if the merger is permitted by the statutes governing each other business entity that is a party to the merger, a plan of merger is approved by each business entity that is a party to the merger and articles of merger are filed. A corporation organized under this chapter m…
A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts a plan of exchange and, if required by ORS 60.487, the shareholders of each corporation approve the exchange. The plan of exchange must set forth: The name of the corporation whose shares will …
After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger, except as provided in subsection (7) of this section, or share exchange for approval by its shareholders. For a p…
A parent corporation owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into the parent, or may merge the parent into the subsidiary, without approval of the shareholders of the parent or subsidiary. If the parent will be the surviving corporation: The board of directors of the parent sha…
After the owners of each business entity approve a plan of merger or share exchange, or a board of directors adopts the plan of merger or share exchange if shareholder approval is not required, the surviving or acquiring business entity shall deliver to the office of the Secretary of State for filing: Articles of merger or articles of share exchange that se…
When a merger involving a corporation takes effect: Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every other party ceases; Title to all real estate and other property owned by each of the business entities that were parties to the merger is vested in the surviving busines…
One or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if: In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complied with that law in effecting the merger; In a share exchange, the corporatio…
A corporation may, on the terms and conditions and for the consideration determined by the board of directors: Sell, lease, exchange or otherwise dispose of all or substantially all of its property in the usual and regular course of business; Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumbe…
A corporation may sell, lease, exchange or otherwise dispose of all or substantially all of its property, with or without the goodwill, other than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation’s board of directors, if the board of directors proposes and its shareholders approv…
As used in ORS 60.551 to 60.594: “Beneficial shareholder” means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder. “Corporation” means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer. …
Subject to subsection (2) of this section, a shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder’s shares in the event of, any of the following corporate acts: Consummation of a plan of merger to which the corporation is a party if shareholder approval is required for the merger by ORS 60.487 or the articles of i…
A record shareholder may assert dissenters’ rights as to fewer than all the shares registered in the shareholder’s name only if the shareholder dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf the shareholder asserts dissenters’ rights. The …
If a proposed corporate action that creates dissenters’ rights under ORS 60.554 is submitted to a vote at a shareholders’ meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters’ rights under ORS 60.551 to 60.594 and a copy of ORS 60.551 to 60.594 must accompany the notice. If a corporate action that creates diss…
If proposed corporate action creating dissenters’ rights under ORS 60.554 is submitted to a vote at a shareholders’ meeting, a shareholder who wishes to assert dissenters’ rights shall deliver to the corporation before the vote is taken written notice of the shareholder’s intent to demand payment for the shareholder’s shares if the proposed action is effectu…
If a proposed corporate action that creates dissenters’ rights under ORS 60.554 is authorized at a shareholders’ meeting, the corporation shall deliver a written dissenters’ notice to all shareholders who satisfied the requirements of ORS 60.564. If a proposed corporate action that creates dissenters’ rights under ORS 60.554 is authorized by written consent …
A shareholder sent a dissenters’ notice described in ORS 60.567 must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the dissenters’ notice pursuant to ORS 60.567 (2)(c), and deposit the shareholder’s certificates in accordance with the terms of the notice. The sharehold…
The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under ORS 60.581. The person for whom dissenters’ rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are …
Except as provided in ORS 60.584, as soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall pay each dissenter who complied with ORS 60.571, the amount the corporation estimates to be the fair value of the shareholder’s shares, plus accrued interest. The payment must be accompanied by: The corporation’s b…
If the corporation does not take the proposed action within 60 days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares. If after returning deposited certificates and releasing transfer restrictions, the corp…
A corporation may elect to withhold payment required by ORS 60.577 from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters’ notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action. To the extent the corporation elects to withh…
A dissenter may notify the corporation in writing of the dissenter’s own estimate of the fair value of the dissenter’s shares and amount of interest due, and demand payment of the dissenter’s estimate, less any payment under ORS 60.577 or reject the corporation’s offer under ORS 60.584 and demand payment of the dissenter’s estimate of the fair value of the d…
If a demand for payment under ORS 60.587 remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand under ORS 60.587 and petition the court under subsection (2) of this section to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60…
The court in an appraisal proceeding commenced under ORS 60.591 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds…
A majority of the incorporators or initial directors of a corporation that has not issued shares and has not commenced business may dissolve the corporation by delivering articles of dissolution to the office for filing. Articles of dissolution shall set forth: The name of the corporation; The date of its incorporation; That none of the corporation’s sha…
A corporation may be voluntarily dissolved by the written consent of all of its shareholders.
A corporation’s board of directors may propose dissolution for submission to the shareholders. For a proposal to dissolve to be adopted: The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and commu…
At any time after dissolution is authorized, the corporation may dissolve by delivering to the office for filing articles of dissolution setting forth: The name of the corporation; The date dissolution was authorized; If dissolution was approved by the shareholders: The number of votes entitled to be cast on the proposal to dissolve; and The total numbe…
A corporation may revoke its dissolution within 120 days of its effective date. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization of dissolution permits revocation by action by the board of directors alone. If the authorization of dissolution permits revocation by action of the board …
A dissolved corporation continues the corporation’s corporate existence but may not carry on any business except that appropriate to wind up and liquidate the corporation’s business and affairs, including: Collecting the corporation’s assets; Disposing of the corporation’s properties that will not be distributed in kind to the corporation’s shareholders; …
A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: Describe information that must be included in a claim; Provide a mailing address whe…
A dissolved corporation may publish notice of the corporation’s dissolution and request that persons with claims against the corporation present the claims in accordance with the notice. The notice must: Be published one time in a newspaper of general circulation in the county where the dissolved corporation’s principal office is located, or if the princip…
A claim against a dissolved corporation that is not barred under ORS 60.641 or 60.644 may be enforced: Against the dissolved corporation to the extent of the dissolved corporation’s undistributed assets, including, without limitation, any insurance assets held by or for the benefit of the dissolved corporation that are available to satisfy the claim; or If…
The Secretary of State may commence a proceeding under ORS 60.651 to administratively dissolve a corporation if: The corporation does not pay when due any fees imposed by this chapter; The corporation does not deliver the corporation’s annual report to the Secretary of State when due; The corporation fails to comply with an order from the Secretary of Sta…
If the Secretary of State determines that one or more grounds exist under ORS 60.647 for dissolving a corporation, the Secretary of State shall give the corporation written notice of the determination. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State, within 45 days after…
A corporation that the Secretary of State administratively dissolved under ORS 60.651 may apply to the Secretary of State for reinstatement within five years from the date of dissolution. The application must: State the name of the corporation and the effective date of the corporation’s administrative dissolution; and State that the ground or grounds for d…
If the Secretary of State denies a corporation’s application for reinstatement following administrative dissolution, the Secretary of State shall give written notice to the corporation that explains the reason or reasons for denial. The corporation may appeal the denial of reinstatement pursuant to the provisions of ORS chapter 183. (Judicial Dissolution)
A circuit court may dissolve a corporation: In a proceeding by the Attorney General if the court finds that: The corporation filed articles of incorporation with fraudulent intent, with fraudulent information or in a manner that otherwise indicates fraud; The corporation has continued to exceed or abuse the authority conferred upon the corporation by law;…
Venue for a proceeding by the Attorney General to dissolve a corporation lies in Marion County. Venue for a proceeding brought by any other party named in ORS 60.661 or 60.952 lies in the county where a corporation’s principal office is located or, if the principal office is not in this state, where its registered office is or was last located. It is not ne…
A court in a judicial proceeding brought to dissolve a corporation, or in a judicial proceeding for shareholder remedies described in ORS 60.952, may appoint one or more receivers to wind up and liquidate the business and affairs of the corporation or one or more custodians to manage the business and affairs of the corporation. The court shall hold a hearing…
If after a hearing the court determines that one or more grounds for judicial dissolution described in ORS 60.661 or 60.952 (2)(m) exist, it may enter a judgment dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the judgment to the office for filing. The Secretary of Stat…
Assets of a dissolved corporation that should be distributed to a creditor, claimant or shareholder of the corporation who cannot be found shall be reduced to cash and, within one year after the final distribution in such liquidation or winding up is payable, deposited with the State Treasurer. The receiver or other liquidating agent shall prepare in duplica…
A foreign corporation may not transact business in this state until it has been authorized to do so by the Secretary of State. The following activities among others, do not constitute transacting business within the meaning of subsection (1) of this section: Maintaining, defending or settling any proceeding. Holding meetings of the board of directors or s…
A foreign corporation transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any court in this state until it obtains authorization from the Secretary of State to transact business in this state. The successor to a foreign corporation that transacted business in this state without authority to t…
A foreign corporation may apply for authority to transact business in this state by delivering an application to the office of the Secretary of State for filing. The application must set forth: The name of the foreign corporation or, if the name the foreign corporation uses is unavailable for filing in this state, another corporate name that satisfies the r…
A foreign corporation authorized to transact business in this state shall deliver an amendment to the application for authority to transact business in this state to the office for filing if it changes: Its corporate name as shown on the records of the office; or The period of its duration. The amendment to the application for authority to transact busine…
A foreign corporation authorized to transact business in this state has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties and liabilities now or later imposed on, a domestic corporation of like character. The filing by the Secr…
Except as provided in subsections (2) and (3) of this section, the Secretary of State shall not authorize a foreign corporation to transact business in this state if the corporate name of the corporation does not conform to ORS 60.094. The name of the corporation must contain a word or abbreviation required by ORS 60.094 (1) unless the corporate name contai…
Each foreign corporation authorized to transact business in this state must continuously maintain in this state: A registered office that may be, but need not be, the same as any of its places of business; and A registered agent who may be: An individual who resides in this state and whose business office is identical to the registered office; A domestic…
A foreign corporation authorized to transact business in this state may change the foreign corporation’s registered office or registered agent by delivering to the Secretary of State for filing a statement of change that: Lists the name of the foreign corporation; Specifies the street address, including the street name and number, of the new registered off…
The registered agent of a foreign corporation may resign as agent upon delivering a signed statement to the office and giving notice in the form of a copy of the statement to the foreign corporation. The statement of resignation may include a statement that the registered office is also discontinued. Upon the delivery of the signed statement, the Secretary …
The registered agent appointed by a foreign corporation authorized to transact business in this state shall be an agent of such corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served. The Secretary of State shall be an agent of a foreign corporation upon whom any process, notice or de…
A foreign corporation authorized to transact business in this state may withdraw from transacting business in this state by applying to the office for withdrawal. The application shall set forth: The name of the foreign corporation and the name of the state or country under whose law it is incorporated; That it is not transacting business in this state and…
The Secretary of State may commence a proceeding under ORS 60.741 to revoke the authority of a foreign corporation to transact business in this state if: The foreign corporation does not deliver the corporation’s annual report to the Secretary of State within the time prescribed by this chapter; The foreign corporation does not pay within the time prescrib…
If the Secretary of State determines that one or more grounds exist under ORS 60.737 for revocation of authority of a foreign corporation to transact business in this state, the Secretary of State shall give the foreign corporation written notice of the determination. If the foreign corporation does not correct each ground for revocation or demonstrate to t…
In addition to any other legal remedy which may be available, a foreign corporation shall have the right to appeal the Secretary of State’s revocation of its authority to transact business in this state pursuant to the provisions of ORS chapter 183.
A foreign corporation which has had its authority revoked under ORS 60.737 may apply to the Secretary of State for reinstatement within five years from the date of revocation. The application shall: State the name of the corporation and the effective date its authority was revoked; and State that the ground or grounds for revocation of authority either did…
As used in ORS 60.750 to 60.770: “Benefit company” means a corporation or a limited liability company that is incorporated, organized, formed or created under ORS 60.754. “Benefit governor” means an individual who is designated as the benefit governor of a benefit company under ORS 60.762. “General public benefit” means a material positive impact on socie…
Except as otherwise provided in ORS 60.750 to 60.770, ORS 60.750 to 60.770 apply to: A corporation that states in the corporation’s articles of incorporation or articles of conversion that the corporation is subject to ORS 60.750 to 60.770; A limited liability company that states in the limited liability company’s articles of organization or articles of co…
Notwithstanding ORS 60.074 (2), a corporation incorporated under ORS chapter 60 is a benefit company under ORS 60.750 to 60.770 if the corporation’s articles of incorporation state that the corporation is a benefit company subject to ORS 60.750 to 60.770. Notwithstanding ORS 63.074 (3), a limited liability company organized under ORS chapter 63 is a benefit…
Except as provided in subsections (2) and (3) of this section, an approval of an action described in ORS 60.754 (2) to (6) is effective only if, in addition to any other applicable requirements, a majority of the interests that are entitled to vote on the action are voted to approve the action. If an entity’s governing documents or the provisions of ORS cha…
In addition to any purpose set forth in or adopted in accordance with ORS 60.047 (2)(c)(A), 60.074, 63.047 or 63.074, a benefit company has the purpose of providing a general public benefit. The articles of incorporation or articles of organization for a benefit company may identify a specific public benefit for the benefit company in addition to the purpos…
A governor of a benefit company shall act in the best interests of the benefit company and shall discharge the governor’s duties as provided for a director of a corporation in ORS 60.357, or as provided for a member or manager of a limited liability company under ORS 63.155, as appropriate for the benefit company’s form of organization. In determining the be…
A benefit company must have a board of governors and may designate at least one member of the board as a benefit governor. A benefit governor, in addition to the powers, duties, rights, privileges and immunities that other governors of the benefit company have, has the powers, duties, rights, privileges and immunities set forth in this section. The articles…
A member that has management duties with respect to a benefit company, or an officer or a manager of a benefit company, shall act in the best interests of the benefit company and shall discharge the member’s, officer’s or manager’s duties as provided in ORS 60.374 and 60.377 or in ORS 63.155, as appropriate for the benefit company’s form of organization. In …
Except as provided in subsection (2) of this section, a person may not commence a proceeding against a benefit company, or against the governors, members, officers or managers of a benefit company, to assert a claim that the benefit company, governors, members, officers or managers: Failed to pursue, create or provide a general public benefit or a specific …
A benefit company each year shall prepare a benefit report. The benefit report shall give a narrative description of: The extent to which the benefit company provided a general public benefit and the actions and methods the benefit company used to provide the general public benefit. The extent to which the benefit company provided a specific public benefi…
The benefit company shall assess the extent to which the benefit company provides a general public benefit and any specific public benefit identified in the benefit company’s articles of incorporation or articles of organization against a third-party standard. Note: See note under 60.750. RECORDS AND REPORTS (Records)
A corporation shall keep as permanent records minutes of all meetings of the corporation’s shareholders and board of directors, a record of all actions that the shareholders or board of directors takes without a meeting and a record of all actions that a committee of the board of directors takes in place of the board of directors on behalf of the corporation…
Subject to ORS 60.777 (3), a shareholder of a corporation may inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in ORS 60.771 (5) if the shareholder gives the corporation a signed written notice of the shareholder’s demand at least five business days before the date on which…
A shareholder’s agent or attorney has the same inspection and copying rights as the shareholder. The right to copy records under ORS 60.774 includes, if reasonable, the right to receive copies made by photographic, xerographic or other means. The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documen…
If a corporation does not allow a shareholder who complies with ORS 60.774 (1) to inspect and copy any records required by that subsection to be available for inspection, the circuit court of the county where the corporation’s principal office is located, or, if the principal office is not in this state, where its registered office is or was last located, ma…
If a corporation indemnifies or advances expenses to a director under ORS 60.391, 60.394, 60.397 or 60.401 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.
A domestic corporation, and a foreign corporation authorized to transact business in this state, shall by the corporation’s anniversary deliver to the office of the Secretary of State for filing an annual report that sets forth: The name of the corporation and the state or country under whose law the corporation is incorporated; The street address of the c…
As used in ORS 60.801 to 60.816: “Acquiring group” means two or more persons who agree to act together or enter into any arrangement or understanding for the purpose of voting or acquiring voting shares of an issuing public corporation, but does not include two or more persons whose sole agreement relates to the granting of an immediately revocable proxy. …
An issuing public corporation shall be subject to ORS 60.801 to 60.816 unless the corporation’s articles of incorporation or bylaws provide that ORS 60.801 to 60.816 do not apply to acquisitions of its voting shares. After a corporation’s articles of incorporation or bylaws are amended to provide that ORS 60.801 to 60.816 do not apply to acquisitions of its …
Control shares acquired in a control share acquisition have no voting rights other than those provided for in subsection (2)(a) of this section, unless the restoration of the voting rights associated with the shares before the control share acquisition is approved by the shareholders of the issuing public corporation. To be approved under this section, the …
Any acquiring person who proposes to make or has made a control share acquisition may at the person’s election deliver an acquiring person statement to the issuing public corporation at the issuing public corporation’s principal office. The acquiring person statement shall set forth all of the following: The identity of the acquiring person and each other m…
Unless otherwise provided in a corporation’s articles of incorporation or bylaws before a control share acquisition has occurred, in the event control shares acquired in a control share acquisition are accorded voting rights and the acquiring person or acquiring group owns, or has the power to direct the voting of, other than solely through the holding of im…
ORS 60.801 to 60.813 shall be known and may be cited as the “Oregon Control Share Act.” Note: See note under 60.801. BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS
As used in ORS 60.825 to 60.845: “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, another person. “Associate,” when used to indicate a relationship with any person, means: Any corporation or organization of which the person is a director, officer or par…
For purposes of ORS 60.825 to 60.845, a person shall be considered to be the “owner” of and to “own” any shares: Which the person or any of the person’s affiliates or associates, directly or indirectly, have the power to vote or dispose of, including voting or dispositive power pursuant to any agreement, arrangement or understanding, whether or not in writi…
Notwithstanding any other provision of this chapter, a corporation shall not engage in any business combination with any interested shareholder for a period of three years following the date that the shareholder became an interested shareholder, unless: Prior to that date the board of directors of the corporation approved either the business combination or …
ORS 60.835 shall not apply if: The corporation’s original articles of incorporation contain a provision expressly electing not to be governed by ORS 60.825 to 60.845; The corporation, by action of its board of directors, adopts an amendment to its bylaws within 90 days after April 4, 1991, expressly electing not to be governed by ORS 60.825 to 60.845. The …
No provision of any articles of incorporation or bylaws shall require a greater vote of shareholders than that specified in ORS 60.825 to 60.845 for any vote of shareholders required by ORS 60.825 to 60.845. MISCELLANEOUS
This chapter shall be known and may be cited as the “Oregon Business Corporation Act.”
In a proceeding by a shareholder in a corporation that does not have shares that are listed on a national securities exchange or that are regularly traded in a market maintained by one or more members of a national or affiliated securities association, the circuit court may order one or more of the remedies listed in subsection (2) of this section if it is e…
All or part of this chapter may be amended or repealed at any time and all domestic and foreign corporations subject to this chapter are governed by the amendment or repeal.
This chapter applies to all domestic corporations in existence on June 15, 1987, that were incorporated under any general statute of this state providing for incorporation of corporations for profit if power to amend or repeal the statute under which the corporation was incorporated was reserved.
A foreign corporation authorized to transact business in this state on June 15, 1987, is subject to this chapter but is not required to apply for new authority to transact business under this chapter.
Except as provided in subsections (2), (3) and (4) of this section, the repeal of a statute by this chapter does not affect: The operation of the statute or any action taken under the statute before the repeal; Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before the repeal; Any violati…
The shareholders of any private incorporation incorporated by any special Act of the Legislative Assembly before December 31, 1953, may incorporate themselves under this chapter at any time after June 15, 1987, while the corporation exists for the purpose of carrying on the enterprise, business, pursuit or occupation for which they were specially incorporate…
If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
No operative statutory text appears at this designation in the selected edition.
A person commits the crime of signing a false document for filing if the person: Knows the document is false in any material respect; and Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this chapter. Signing a false document for filing is a Class A misdemeanor.
An officer, director, employee or agent of a shell entity is liable for damages to a person that suffers an ascertainable loss of money or property as a result of the officer, director, employee or agent: Making, issuing, delivering or publishing, or participating in making, issuing, delivering or publishing, a prospectus, report, circular, certificate, fin…