ORS 65.491 Articles and plan of merger

(1)

After the board of directors of each merging corporation and, if required under ORS 65.487, the members of each merging corporation and any other persons that must approve a plan of merger approve the plan, the surviving corporation shall deliver to the Secretary of State for filing:

(a)

Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger;

(b)

A plan of merger or, in lieu of a plan of merger, a written declaration that:

(A)

Identifies an address for an office of the surviving entity where the plan of merger is on file; and

(B)

States that the surviving entity will provide any owner or shareholder of any constituent entity with a copy of the plan of merger upon request and at no cost;

(c)

A written declaration that:

(A)

States that a sufficient vote of the board of directors of each corporation approved the plan of merger, if the approval of members was not required; or

(B)

Sets forth, if the members of one or more corporations were required to approve the plan of merger:

(i)

The designation and number of members of each class entitled to vote separately on the plan and the number of votes each class is entitled to cast; and

(ii)

The total number of votes that each class entitled to vote separately on the plan cast for and against the plan;

(d)

A written declaration that states that a person or persons other than the members of the board approved the plan, if required under ORS 65.487 (1)(c); and

(e)

A written declaration that states that the Attorney General approved the plan, if the plan required the Attorney General’s approval.

(2)

Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed.