(2) 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 revoke the incorporation or involuntarily dissolve the corporation. [1987 c.52 §17]
Structure 2021 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 060 - Private Corporations
Section 60.004 - Filing requirements.
Section 60.011 - Effective time and date of document.
Section 60.014 - Correcting filed document.
Section 60.017 - Filing duty of Secretary of State.
Section 60.024 - Evidentiary effect of copy of filed document.
Section 60.027 - Certificate of existence or authorization.
Section 60.047 - Articles of incorporation.
Section 60.051 - Incorporation.
Section 60.057 - Organization of corporation.
Section 60.064 - Emergency bylaws.
Section 60.074 - Purposes; prohibition on illegal purposes.
Section 60.077 - General powers.
Section 60.081 - Emergency powers.
Section 60.084 - Challenges to validity of corporate acts.
Section 60.094 - Corporate name.
Section 60.097 - Reserved name.
Section 60.101 - Registered name.
Section 60.111 - Registered office and registered agent.
Section 60.114 - Change of registered office or registered agent.
Section 60.117 - Resignation of registered agent.
Section 60.121 - Service on corporation.
Section 60.131 - Authorized shares.
Section 60.134 - Terms of class or series determined by board of directors.
Section 60.137 - Issued and outstanding shares.
Section 60.141 - Fractional shares.
Section 60.144 - Subscription for shares before incorporation.
Section 60.147 - Issuance of shares.
Section 60.151 - Liability of shareholders.
Section 60.154 - Share dividends.
Section 60.161 - Form and content of certificates.
Section 60.164 - Shares without certificates.
Section 60.167 - Restriction on transfer of shares and other securities.
Section 60.174 - Preemptive rights of shareholders.
Section 60.177 - Corporation’s acquisition of its own shares.
Section 60.181 - Distributions to shareholders.
Section 60.201 - Annual meeting.
Section 60.204 - Special meeting.
Section 60.207 - Court-ordered meeting.
Section 60.209 - Meeting chairperson; closing of polls.
Section 60.211 - Action without meeting.
Section 60.214 - Notice of meeting.
Section 60.217 - Waiver of notice.
Section 60.222 - Participation at meeting.
Section 60.223 - Meeting inspectors; duties.
Section 60.224 - Shareholders’ list for meeting.
Section 60.227 - Voting entitlement of shares.
Section 60.234 - Shares held by nominees.
Section 60.241 - Quorum and voting requirements for voting groups.
Section 60.244 - Action by single and multiple voting groups.
Section 60.247 - Modification of quorum or voting requirements.
Section 60.251 - Voting for directors.
Section 60.254 - Voting trusts.
Section 60.257 - Voting agreements.
Section 60.261 - Derivative proceedings.
Section 60.270 - Definitions for ORS 60.270 to 60.291.
Section 60.273 - Defective corporate action; ratification or validation; effective date.
Section 60.276 - Ratification by board of directors; procedure; submission to shareholders.
Section 60.279 - Quorum; notice to shareholders of proposed ratification.
Section 60.282 - Notice of ratification by board of directors.
Section 60.285 - Corrected corporate action; validity; effective date.
Section 60.288 - Articles of validation; filing with Secretary of State.
Section 60.291 - Judicial review of corporate action; persons permitted to seek review.
Section 60.301 - Requirement for and duties of board of directors.
Section 60.307 - Number and election of directors.
Section 60.314 - Terms of directors generally.
Section 60.317 - Staggered terms for directors.
Section 60.321 - Resignation of directors.
Section 60.324 - Removal of directors by shareholders.
Section 60.327 - Removal of directors by judicial proceeding.
Section 60.331 - Vacancy on board.
Section 60.341 - Action without meeting.
Section 60.344 - Notice of meeting.
Section 60.347 - Waiver of notice.
Section 60.351 - Quorum and voting.
Section 60.354 - Committees; powers; limitations.
Section 60.357 - General standards for directors.
Section 60.361 - Conflict of interest.
Section 60.364 - Loans to directors.
Section 60.367 - Liability for unlawful distributions.
Section 60.371 - Required officers.
Section 60.377 - Standard of conduct for officers.
Section 60.381 - Resignation and removal of officers.
Section 60.384 - Contract right of officers.
Section 60.387 - Definitions for ORS 60.387 to 60.414.
Section 60.391 - Authority to indemnify directors.
Section 60.397 - Payment of director’s expenses in connection with proceeding.
Section 60.401 - Court-ordered indemnification.
Section 60.404 - Determination and authorization of indemnification.
Section 60.407 - Indemnification of officers, employees and agents.
Section 60.414 - Application of ORS 60.387 to 60.411.
Section 60.434 - Amendment by board of directors.
Section 60.437 - Amendment by board of directors and shareholders.
Section 60.441 - Voting on amendments by voting groups.
Section 60.447 - Articles of amendment.
Section 60.451 - Restated articles of incorporation.
Section 60.454 - Amendment pursuant to reorganization.
Section 60.461 - Amendment or repeal by board of directors or shareholders.
Section 60.464 - Bylaw increasing quorum or voting requirement for shareholders.
Section 60.467 - Bylaw increasing quorum or voting requirement for directors.
Section 60.470 - Definitions for ORS 60.470 to 60.501.
Section 60.474 - Action on plan of conversion.
Section 60.476 - Articles and plan of conversion.
Section 60.478 - Effect of conversion; assumed business name.
Section 60.484 - Share exchange.
Section 60.487 - Action on plan of merger or share exchange.
Section 60.491 - Merger with subsidiary.
Section 60.494 - Articles and plan of merger or share exchange.
Section 60.497 - Effect of merger or share exchange.
Section 60.501 - Merger or share exchange with foreign corporation.
Section 60.531 - Sale of assets in regular course of business; mortgage of assets.
Section 60.534 - Sale of assets other than in regular course of business.
Section 60.551 - Definitions for ORS 60.551 to 60.594.
Section 60.554 - Right to dissent.
Section 60.557 - Dissent by nominees and beneficial owners.
Section 60.561 - Notice of dissenters’ rights.
Section 60.564 - Notice of intent to demand payment.
Section 60.567 - Dissenters’ notice.
Section 60.571 - Duty to demand payment.
Section 60.574 - Share restrictions.
Section 60.581 - Failure to take action.
Section 60.584 - After-acquired shares.
Section 60.587 - Procedure if shareholder dissatisfied with payment or offer.
Section 60.591 - Court action.
Section 60.594 - Court costs and counsel fees.
Section 60.621 - Dissolution by incorporators or initial directors.
Section 60.627 - Dissolution by board of directors and shareholders.
Section 60.631 - Articles of dissolution.
Section 60.634 - Revocation of dissolution.
Section 60.637 - Effect of dissolution.
Section 60.641 - Known claims against dissolved corporation.
Section 60.645 - Enforcement of claims against dissolved corporation.
Section 60.647 - Grounds for administrative dissolution.
Section 60.651 - Procedure; effect of administrative dissolution.
Section 60.654 - Reinstatement following administrative dissolution.
Section 60.657 - Appeal from denial of reinstatement.
Section 60.664 - Procedure for judicial dissolution.
Section 60.667 - Receivership or custodianship.
Section 60.671 - Judgment of dissolution.
Section 60.701 - Authority to transact business required.
Section 60.704 - Consequences of transacting business without authority.
Section 60.707 - Application for authority to transact business.
Section 60.711 - Amendment to application for authority.
Section 60.714 - Effect of authority.
Section 60.717 - Corporate name of foreign corporation.
Section 60.721 - Registered office and registered agent of foreign corporation.
Section 60.724 - Change of registered office or registered agent of foreign corporation.
Section 60.727 - Resignation of registered agent of foreign corporation.
Section 60.731 - Service on foreign corporation.
Section 60.734 - Withdrawal of foreign corporation.
Section 60.737 - Grounds for revocation.
Section 60.741 - Procedure for and effect of revocation.
Section 60.747 - Reinstatement of authority.
Section 60.750 - Definitions for ORS 60.750 to 60.770.
Section 60.752 - Application of benefit company laws.
Section 60.756 - Minimum status vote required to approve certain actions; voting requirements.
Section 60.758 - Benefit company purposes and powers.
Section 60.760 - Duties of, standard of conduct for and liabilities of governor of benefit company.
Section 60.766 - Proceedings against benefit company; when allowed; who may commence.
Section 60.768 - Benefit report; contents required; delivery and posting.
Section 60.770 - Assessment of public benefit.
Section 60.771 - Corporate records.
Section 60.774 - Inspection of records by shareholders.
Section 60.777 - Scope of inspection right.
Section 60.781 - Court-ordered inspection.
Section 60.787 - Annual report; updates; rules.
Section 60.801 - Definitions for ORS 60.801 to 60.816.
Section 60.804 - Applicability of ORS 60.801 to 60.816.
Section 60.807 - Voting rights of control shares.
Section 60.810 - Acquiring person statement; shareholder meeting.
Section 60.813 - Dissenters’ rights.
Section 60.825 - Definitions for ORS 60.825 to 60.845.
Section 60.830 - Ownership of shares.
Section 60.835 - Prohibited business combinations.
Section 60.840 - Exceptions to ORS 60.835.
Section 60.964 - Saving provisions.