Oregon Law
Law as of Jan 1, 2026
Chapter contents
707.005Organization required to engage in banking or trust business 707.007Organization of Oregon bank as limited liability company 707.010Certificate required to transact banking business; exemption 707.020Violation of ORS 707.005 or 707.010; investigation; injunction 707.023[1993 c.229 §7; repealed by 1997 c.631 §567] 707.025Organization of banking institution for purpose of merging with, acquiring assets of or assuming liabilities of financial institution; procedure; conditions; fee 707.029[1985 c.12 §3; 1987 c.216 §1; 1987 c.371 §2; 1987 c.373 §51a; 1995 c.6 §5; repealed by 1997 c.631 §567] 707.030[Repealed by 1973 c.797 §428] 707.035Conversion of trust company to Oregon bank 707.040[Repealed by 1973 c.797 §428] 707.050Initial paid-in capital requirement 707.060[Repealed by 1973 c.797 §428] 707.070Application for authority to organize banking institution; fee; contents 707.075Banking institution name 707.080Investigation and ruling on application; conditional approval; appeal 707.090Refusal to file articles of incorporation or grant charter after approval of application 707.100Time for submitting articles of incorporation 707.110Execution and submission of articles of incorporation; contents 707.120Issuance of certificate of incorporation when filings conform to law 707.130[Amended by 1973 c.797 §60; 1987 c.197 §1b; 1989 c.324 §4; repealed by 1997 c.631 §567] 707.140Submission of organization information; issuance of charter 707.145Grounds for refusing authority to organize 707.150Refusal of authority to organize; appeal 707.155Authority to require additional investigatory information; fingerprinting 707.160Transaction of business prior to organization; failure to complete organization; liability 707.170Effective date of charter; commencement of business; effect of failure to commence business 707.180Location of principal place of business; change upon approval 707.182Registered agent; registered office 707.184Changes in registered office or agent 707.186Resignation of registered agent; discontinuance of registered office 707.188Service of process on institution or Oregon stock savings bank 707.190[Repealed by 1973 c.797 §428] 707.195Offering documents for sale of stock; approval by director 707.200Payments by subscribers of full amount of stock subscriptions; escrow 707.210Stock issuance after obtaining charter; form of stock certificate; issuance of stock without certificate 707.215[1973 c.797 §68; 1987 c.197 §3; 1989 c.324 §7; repealed by 1997 c.631 §567] 707.220Stock record; contents; inspection 707.230Transfer of stock 707.240[1969 c.635 §1; 1973 c.797 §71; 1995 c.130 §1; repealed by 1997 c.631 §567] 707.242Bylaws 707.244Amendment of articles of incorporation; purposes for amendment 707.246Manner of amending articles of incorporation 707.248Shareholders authorized to vote on amendment to articles of incorporation 707.250Execution of amendments to articles of incorporation 707.252Filing of amended articles of incorporation 707.254Effective date of amended articles of incorporation; effect on existing cause of action 707.256Restated articles of incorporation 707.258Terms of class of shares or series within class determined by board of directors 707.260Fractional shares; scrip 707.262Share options; limits on issuance 707.264[1989 c.324 §30; repealed by 1997 c.631 §567] 707.266Expenses of organization or issue of shares 707.268Restrictions on redemption of shares 707.270Effect of redemption of shares; statement of cancellation 707.272Paid-in capital; use; retained earnings reserve; approval of director for redemption of shares; rules 707.310[Amended by 1973 c.797 §72; 1973 c.823 §140; 1974 c.36 §23; 1987 c.197 §4; 1987 c.916 §1; 1989 c.324 §36; 1989 c.331 §28; 1989 c.701 §64; 1995 c.334 §3; repealed by 1997 c.631 §567] 707.320[Amended by 1973 c.797 §73; repealed by 1997 c.631 §567] 707.330[Amended by 1973 c.797 §74; repealed by 1997 c.631 §567] 707.340[Amended by 1973 c.797 §75; repealed by 1997 c.631 §567] 707.345[1963 c.500 §2; repealed by 1973 c.797 §428] 707.350Payment prior to issuance of certificate of stock; consideration; approvals 707.355[1977 c.135 §15; repealed by 1997 c.631 §567] 707.360[Amended by 1969 c.635 §3; repealed by 1973 c.797 §428] 707.370[Amended by 1973 c.797 §78; repealed by 1997 c.631 §567] 707.380Limitation on dividends; exception 707.390[Repealed by 1973 c.797 §428] 707.400Suspension of payment of dividends 707.410Record of dividends declared 707.415Report of dividends declared 707.420[Amended by 1973 c.797 §82; repealed by 1997 c.631 §567] 707.430[Amended by 1961 c.57 §1; 1973 c.797 §83; 1975 c.544 §9; 1985 c.627 §1; 1989 c.582 §1; 1989 c.596 §1; 1995 c.373 §1; repealed by 1997 c.631 §567] 707.440[1989 c.324 §38; repealed by 1997 c.631 §567] 707.450[1987 c.916 §12; repealed by 1997 c.631 §567] 707.610Annual and special stockholder meetings; notice of orders 707.611Notice of meeting 707.612Action without meeting 707.613Shareholder waiver of notice; effect of attendance at meeting 707.615Record date 707.617Shareholders list for meeting 707.619Voting entitlement of shares 707.620Special stockholder meeting called by director 707.621Quorum 707.623Modification of quorum or voting requirements 707.625Exemption from personal liability for good faith acts or omissions in compliance with statute, rule or order 707.630[Repealed by 1973 c.797 §428] 707.640[Amended by 1973 c.797 §86; 1985 c.786 §28; repealed by 1997 c.631 §567] 707.642Organizational meeting of directors; notice 707.644Committees of board of directors; limitations 707.646Staggered terms for directors 707.648Removal of directors by shareholders 707.650[Amended by 1973 c.797 §87; 1975 c.544 §9a; 1977 c.135 §17; 1983 c.37 §5; repealed by 1983 c.296 §12] 707.660General standards for directors 707.665General standards for officers 707.670Regular meetings of directors; rules; quorum; notice; meetings using communications equipment 707.675Report of loans and investments 707.680Special board meetings called by director; penalty for failure to attend 707.690Filling director vacancy 707.700Selection and control of officers by directors; effect of removal of officers 707.705Investigation of new director, president and chief executive officer; fingerprinting; disapproval of election or appointment 707.710Removal of officer or director 707.720Violation of law or omission of duty by officer or director 707.730Official communications from Department of Consumer and Business Services; submission to directors 707.735Officers and directors to notify law enforcement officers of certain criminal violations; investigations; costs 707.740Examining or audit committee; duties 707.744Definitions for ORS 707.744 to 707.764 707.746Authority to indemnify directors 707.748Mandatory indemnification 707.749[1985 c.786 §20; 1987 c.216 §4; renumbered 707.849 in 1989] 707.750[1977 c.135 §20; 1981 c.192 §6; repealed by 1985 c.786 §70] 707.752Advance for expenses 707.754Court-ordered indemnification 707.755[1985 c.786 §21; renumbered 707.855 in 1989] 707.756Determination and authorization of indemnification 707.758Indemnification of officers, employees and agents 707.760[1985 c.786 §22; renumbered 707.860 in 1989] 707.762Insurance 707.764Application of ORS 707.744 to 707.762 707.849[Formerly 707.749; repealed by 1995 c.314 §3] 707.855[Formerly 707.755; repealed by 1997 c.631 §567] 707.860[Formerly 707.760; 1995 c.314 §1; repealed by 1997 c.631 §567] 707.990[Repealed by 1973 c.797 §428]

Chapter 707 — Organization to Conduct Banking Business; Stockholders, Directors and Officers

ORS 707.254 Effective date of amended articles of incorporation; effect on existing cause of action

(1)

Except as provided in subsection (2) of this section, after the Director of the Department of Consumer and Business Services approves and files an amendment to the articles of incorporation, the amendment is effective and the articles of incorporation are amended accordingly.

(2)

If an amendment to the articles of incorporation specifies a delayed effective date, the amendment is effective on the date specified. A delayed effective date for an amendment may not be later than the 90th day after the date on which the director approves and files the amendment.

(3)

An amendment does not affect any existing cause of action in favor of or against a banking institution, any pending suit to which such banking institution is a party or the existing rights of persons other than shareholders. An amendment that changes the corporate name does not abate an action brought by or against the banking institution under the former name.

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Version history

2026-01-01

2025 Oregon Revised Statutes — official online source