ORS 60.754 Status as benefit company; election to become benefit company; election to become other entity; votes required

(1)(a)

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.

(b)

Notwithstanding ORS 63.074 (3), a limited liability company organized under ORS chapter 63 is a benefit company under ORS 60.750 to 60.770 if the limited liability company’s articles of organization state that the limited liability company is a benefit company subject to ORS 60.750 to 60.770.

(2)(a)

A corporation that is incorporated under ORS chapter 60 may become a benefit company by amending the corporation’s articles of incorporation to state, in addition to the requirements set forth in ORS 60.047, that the corporation is a benefit company subject to ORS 60.750 to 60.770. The amendment to the articles of incorporation must be approved by a minimum status vote.

(b)

A limited liability company that is organized under ORS chapter 63 may become a benefit company by amending the limited liability company’s articles of organization to state, in addition to the requirements set forth in ORS 63.047, that the limited liability company is a benefit company subject to ORS 60.750 to 60.770. The amendment to the articles of organization must be approved by a minimum status vote.

(3)

A benefit company may be formed by means of a conversion if articles of conversion that state that the converted entity will be a benefit company that is subject to ORS 60.750 to 60.770 are approved by a minimum status vote.

(4)

An entity that is not a benefit company may become a benefit company by merging or exchanging equity interests with a benefit company if the shareholders or holders of equity interests of the entity that is not the benefit company approve, by a minimum status vote, a plan of merger or a plan for exchanging equity interests with a benefit company under which the surviving entity will be a benefit company.

(5)

A benefit company may become an entity other than a benefit company only if an action to remove from the articles of incorporation, articles of organization or articles of conversion the provision that states that the entity is a benefit company subject to ORS 60.750 to 60.770 is approved by a minimum status vote.

(6)(a)

A plan for a benefit company must be approved by a minimum status vote if the plan would:

(A)

Merge the benefit company with an entity that is not a benefit company, if the surviving entity would not be a benefit company;

(B)

Provide for exchanging equity interests with an entity that is not a benefit company, if the exchange would create an entity that is not a benefit company and that would hold substantially all of the benefit company’s assets;

(C)

Convert the benefit company to an entity that is not a benefit company; or

(D)

Otherwise cause ORS 60.750 to 60.770 not to apply to the benefit company.

(b)

A sale, lease, exchange or other disposition of all or substantially all of a benefit company’s assets must be approved by a minimum status vote unless the benefit company conducts the sale, lease, exchange or other disposition in the ordinary course of the benefit company’s business.

(7)

A provision of a benefit company’s articles of incorporation, articles of organization, articles of conversion or plan described in subsection (6) of this section may be inconsistent with or supersede a provision of ORS 60.750 to 60.770 only to the extent that the provision in the articles of incorporation, articles of organization, articles of conversion or plan imposes a more stringent requirement on the benefit company, in keeping with the purposes set forth in ORS 60.750 to 60.770, than a provision of ORS 60.750 to 60.770 imposes.

Note: See note under 60.750.