2021 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 060 - Private Corporations

Section 60.032 - Investigations of violations of chapter; confidentiality; penalties; administrative dissolution; rules. - (A) Prepare and submit to the Secretary of State within...

Section 60.034 - Notice. - (2)(a) A notice or other communication may be given or...

Section 60.047 - Articles of incorporation. - (a) A corporate name for the corporation that satisfies the...

Section 60.051 - Incorporation. - (2) The Secretary of State’s filing of the articles of...

Section 60.057 - Organization of corporation. - (2) After incorporation, if initial directors are not named in...

Section 60.061 - Bylaws. - (2) The bylaws of a corporation may contain any provision...

Section 60.064 - Emergency bylaws. - (a) Procedures for calling a meeting of the board of...

Section 60.074 - Purposes; prohibition on illegal purposes. - (2) A business that is subject to regulation under another...

Section 60.077 - General powers. - (2) Unless its articles of incorporation provide otherwise, every corporation...

Section 60.081 - Emergency powers. - (a) Modify lines of succession to accommodate the incapacity of...

Section 60.084 - Challenges to validity of corporate acts. - (2) A corporation’s power to act may be challenged: (a)...

Section 60.094 - Corporate name. - (2) A corporate name shall not contain the word "cooperative."...

Section 60.097 - Reserved name. - (2) If the Secretary of State finds that the corporate...

Section 60.101 - Registered name. - (2) The application must set forth the corporate name, the...

Section 60.111 - Registered office and registered agent. - (2) A registered agent must be: (a) An individual who...

Section 60.114 - Change of registered office or registered agent. - (a) Lists the name of the corporation; (b) Specifies the...

Section 60.117 - Resignation of registered agent. - (2) Upon delivery of the signed statement, the Secretary of...

Section 60.121 - Service on corporation. - (2) The Secretary of State shall be an agent of...

Section 60.131 - Authorized shares. - (b) A corporation may not issue a document that entitles...

Section 60.134 - Terms of class or series determined by board of directors. - (2) Each series of a class must be given a...

Section 60.137 - Issued and outstanding shares. - (2) The reacquisition, redemption or conversion of outstanding shares is...

Section 60.141 - Fractional shares. - (a) Issue fractions of a share or pay in money...

Section 60.144 - Subscription for shares before incorporation. - (2) The board of directors may determine the payment term...

Section 60.147 - Issuance of shares. - (2) The board of directors may authorize shares to be...

Section 60.151 - Liability of shareholders. - (2) A shareholder of a corporation is not personally liable...

Section 60.154 - Share dividends. - (2) Shares of one class or series may not be...

Section 60.157 - Share rights, options, warrants and other equity compensation; designation by officers. - (2) Rights, options or warrants issued to the holders of...

Section 60.161 - Form and content of certificates. - (2) At a minimum, each share certificate must state on...

Section 60.164 - Shares without certificates. - (2) Within a reasonable time after the issue or transfer...

Section 60.167 - Restriction on transfer of shares and other securities. - (2) A restriction on the transfer or registration of transfer...

Section 60.174 - Preemptive rights of shareholders. - (2) Except as provided in subsection (1) of this section,...

Section 60.177 - Corporation’s acquisition of its own shares. - (2) If the articles of incorporation prohibit the reissue of...

Section 60.181 - Distributions to shareholders. - (2) If the board of directors does not fix the...

Section 60.201 - Annual meeting. - (2) An annual shareholders’ meeting may be held in or...

Section 60.204 - Special meeting. - (a) On call of the board of directors of the...

Section 60.207 - Court-ordered meeting. - (a) On application of any shareholder of the corporation entitled...

Section 60.209 - Meeting chairperson; closing of polls. - (2) Unless the articles of incorporation or bylaws provide otherwise,...

Section 60.211 - Action without meeting. - (b) Notwithstanding paragraph (a) of this subsection, the articles of...

Section 60.214 - Notice of meeting. - (2) Unless required by this chapter or the articles of...

Section 60.217 - Waiver of notice. - (2) A shareholder’s attendance at a meeting waives objection to:...

Section 60.221 - Record date. - (2)(a) A record date fixed under this section may not...

Section 60.222 - Participation at meeting. - (b) Before a board of directors may authorize shareholders or...

Section 60.223 - Meeting inspectors; duties. - (2) The inspectors shall: (a) Ascertain the number of shares...

Section 60.224 - Shareholders’ list for meeting. - (2) The shareholders’ list must be available for inspection by...

Section 60.227 - Voting entitlement of shares. - (2) The shares of a corporation are not entitled to...

Section 60.231 - Proxies. - (2) A shareholder may authorize a person or persons to...

Section 60.234 - Shares held by nominees. - (2) The procedure referred to in subsection (1) of this...

Section 60.237 - Corporations’ acceptance or rejection of votes, consents, waivers or proxy authorizations. - (2) If the name signed on a vote, consent, waiver...

Section 60.241 - Quorum and voting requirements for voting groups. - (2) Once a share is represented for any purpose at...

Section 60.244 - Action by single and multiple voting groups. - (2) If the articles of incorporation or this chapter provide...

Section 60.247 - Modification of quorum or voting requirements. - (2) An amendment to the articles of incorporation that adds...

Section 60.251 - Voting for directors. - (2) Shareholders do not have a right to cumulate their...

Section 60.254 - Voting trusts. - (2) A voting trust becomes effective on the date the...

Section 60.257 - Voting agreements. - (2) A voting agreement created under this section is specifically...

Section 60.261 - Derivative proceedings. - (2) A complaint in a proceeding brought in the right...

Section 60.265 - Validity of shareholder agreements inconsistent with chapter; purposes; notice of agreement; effect on liability. - (a) Restricts the discretion or powers of the board of...

Section 60.270 - Definitions for ORS 60.270 to 60.291. - (1) "Corporate action" means an action that a corporation takes...

Section 60.273 - Defective corporate action; ratification or validation; effective date. - (2) Ratification under ORS 60.276 or validation under ORS 60.288...

Section 60.276 - Ratification by board of directors; procedure; submission to shareholders. - (a) Identify the defective corporate action the proposal seeks to...

Section 60.279 - Quorum; notice to shareholders of proposed ratification. - (2)(a) Except as provided in paragraph (b) of this subsection,...

Section 60.282 - Notice of ratification by board of directors. - (A) The later of the date on which the board...

Section 60.285 - Corrected corporate action; validity; effective date. - (a) A corrected corporate action is not void or voidable...

Section 60.288 - Articles of validation; filing with Secretary of State. - (2) Articles of validation must: (a) Describe the defective corporate...

Section 60.291 - Judicial review of corporate action; persons permitted to seek review. - (A) Determine the validity and effectiveness of a corporate action...

Section 60.301 - Requirement for and duties of board of directors. - (2) All corporate powers shall be exercised by or under...

Section 60.307 - Number and election of directors. - (2) The number of directors may be increased or decreased...

Section 60.314 - Terms of directors generally. - (2) The terms of all other directors expire at the...

Section 60.317 - Staggered terms for directors. - (2) If the terms of the directors are staggered, the...

Section 60.321 - Resignation of directors. - (2) A resignation is effective when the notice is effective...

Section 60.324 - Removal of directors by shareholders. - (2) If a director is elected by a voting group...

Section 60.327 - Removal of directors by judicial proceeding. - (a) The director engaged in fraudulent or dishonest conduct or...

Section 60.331 - Vacancy on board. - (a) The shareholders may fill the vacancy; (b) The board...

Section 60.337 - Meetings. - (2) Unless the articles of incorporation or bylaws provide otherwise,...

Section 60.341 - Action without meeting. - (2) Action taken under this section is effective when the...

Section 60.344 - Notice of meeting. - (2) Unless the articles of incorporation or bylaws provide for...

Section 60.347 - Waiver of notice. - (2) A director’s attendance at or participation in a meeting...

Section 60.351 - Quorum and voting. - (a) If the corporation has a fixed board size, a...

Section 60.354 - Committees; powers; limitations. - (2) Unless this chapter provides otherwise, the creation of a...

Section 60.357 - General standards for directors. - (2) In discharging the duties of a director, a director...

Section 60.361 - Conflict of interest. - (a) The material facts of the transaction and the director’s...

Section 60.364 - Loans to directors. - (a) The particular loan or guarantee is approved by a...

Section 60.367 - Liability for unlawful distributions. - (2) A director held liable for an unlawful distribution under...

Section 60.371 - Required officers. - (2) A duly appointed officer may appoint one or more...

Section 60.377 - Standard of conduct for officers. - (a) In good faith; (b) With the care an ordinarily...

Section 60.381 - Resignation and removal of officers. - (2) An officer may be removed at any time with...

Section 60.384 - Contract right of officers. - (2) Removal or resignation of an officer does not affect...

Section 60.387 - Definitions for ORS 60.387 to 60.414. - (1) "Corporation" includes any domestic or foreign predecessor entity of...

Section 60.391 - Authority to indemnify directors. - (a) The conduct of the individual was in good faith;...

Section 60.397 - Payment of director’s expenses in connection with proceeding. - (a) The director furnishes the corporation with a signed written...

Section 60.401 - Court-ordered indemnification. - (1) The director is entitled to mandatory indemnification under ORS...

Section 60.404 - Determination and authorization of indemnification. - (2) A determination that indemnification of a director is permissible...

Section 60.407 - Indemnification of officers, employees and agents. - (1) An officer of the corporation is entitled to mandatory...

Section 60.414 - Application of ORS 60.387 to 60.411. - (a) Any director as authorized by the articles of incorporation,...

Section 60.431 - Authority. - (2) A shareholder of the corporation does not have a...

Section 60.434 - Amendment by board of directors. - (1) Extend the duration of the corporation if it was...

Section 60.437 - Amendment by board of directors and shareholders. - (2) For the amendment to be adopted, the board of...

Section 60.441 - Voting on amendments by voting groups. - (a) Increase or decrease the aggregate number of authorized shares...

Section 60.447 - Articles of amendment. - (2) Articles of amendment shall contain: (a) The name of...

Section 60.451 - Restated articles of incorporation. - (2) The restatement may include one or more amendments to...

Section 60.454 - Amendment pursuant to reorganization. - (2) The individual or individuals designated by the court shall...

Section 60.461 - Amendment or repeal by board of directors or shareholders. - (a) The articles of incorporation or this chapter reserve this...

Section 60.464 - Bylaw increasing quorum or voting requirement for shareholders. - (2) A bylaw that fixes a greater quorum or voting...

Section 60.467 - Bylaw increasing quorum or voting requirement for directors. - (a) If the provision was originally adopted by the shareholders,...

Section 60.470 - Definitions for ORS 60.470 to 60.501. - (1) "Business entity" means: (a) Any of the following for-profit...

Section 60.472 - Conversion. - (b) A corporation organized under this chapter may be converted...

Section 60.474 - Action on plan of conversion. - (a) In the case of a corporation, in the manner...

Section 60.476 - Articles and plan of conversion. - (a) File articles of conversion that state the name and...

Section 60.478 - Effect of conversion; assumed business name. - (a) The business entity continues its existence despite the conversion;...

Section 60.481 - Merger. - (A) The merger is permitted by the laws of this...

Section 60.484 - Share exchange. - (2) The plan of exchange must set forth: (a) The...

Section 60.487 - Action on plan of merger or share exchange. - (2) For a plan of merger or share exchange to...

Section 60.491 - Merger with subsidiary. - (2) If the parent will be the surviving corporation: (a)...

Section 60.494 - Articles and plan of merger or share exchange. - (a) Articles of merger or articles of share exchange that...

Section 60.497 - Effect of merger or share exchange. - (a) Every other business entity that is a party to...

Section 60.501 - Merger or share exchange with foreign corporation. - (a) In a merger, the merger is permitted by the...

Section 60.531 - Sale of assets in regular course of business; mortgage of assets. - (a) Sell, lease, exchange or otherwise dispose of all or...

Section 60.534 - Sale of assets other than in regular course of business. - (2) For a transaction to be authorized: (a) The board...

Section 60.551 - Definitions for ORS 60.551 to 60.594. - (1) "Beneficial shareholder" means the person who is a beneficial...

Section 60.554 - Right to dissent. - (a) Consummation of a plan of merger to which the...

Section 60.557 - Dissent by nominees and beneficial owners. - (2) A beneficial shareholder may assert dissenters’ rights as to...

Section 60.561 - Notice of dissenters’ rights. - (2) If a corporate action that creates dissenters’ rights under...

Section 60.564 - Notice of intent to demand payment. - (2) A shareholder who does not satisfy the requirements of...

Section 60.567 - Dissenters’ notice. - (2) The dissenters’ notice must be sent no later than...

Section 60.571 - Duty to demand payment. - (2) The shareholder who demands payment and deposits the shareholder’s...

Section 60.574 - Share restrictions. - (2) The person for whom dissenters’ rights are asserted as...

Section 60.577 - Payment. - (2) The payment must be accompanied by: (a) The corporation’s...

Section 60.581 - Failure to take action. - (2) If after returning deposited certificates and releasing transfer restrictions,...

Section 60.584 - After-acquired shares. - (2) To the extent the corporation elects to withhold payment...

Section 60.587 - Procedure if shareholder dissatisfied with payment or offer. - (a) The dissenter believes that the amount paid under ORS...

Section 60.591 - Court action. - (2) The corporation shall commence the proceeding in the circuit...

Section 60.594 - Court costs and counsel fees. - (2) The court may also assess the fees and expenses...

Section 60.621 - Dissolution by incorporators or initial directors. - (2) Articles of dissolution shall set forth: (a) The name...

Section 60.627 - Dissolution by board of directors and shareholders. - (2) For a proposal to dissolve to be adopted: (a)...

Section 60.631 - Articles of dissolution. - (a) The name of the corporation; (b) The date dissolution...

Section 60.634 - Revocation of dissolution. - (2) Revocation of dissolution must be authorized in the same...

Section 60.637 - Effect of dissolution. - (a) Collecting the corporation’s assets; (b) Disposing of the corporation’s...

Section 60.641 - Known claims against dissolved corporation. - (2) The dissolved corporation shall notify its known claimants in...

Section 60.644 - Unknown claims against dissolved corporation; use of insurance assets of dissolved corporation. - (2) The notice must: (a) Be published one time in...

Section 60.645 - Enforcement of claims against dissolved corporation. - (1) Against the dissolved corporation to the extent of the...

Section 60.647 - Grounds for administrative dissolution. - (1) The corporation does not pay when due any fees...

Section 60.651 - Procedure; effect of administrative dissolution. - (2) If the corporation does not correct each ground for...

Section 60.654 - Reinstatement following administrative dissolution. - (a) State the name of the corporation and the effective...

Section 60.657 - Appeal from denial of reinstatement. - (2) The corporation may appeal the denial of reinstatement pursuant...

Section 60.661 - Grounds for judicial dissolution; finding that corporation is shell entity; prima facie showing by Attorney General; effects; affirmative defenses. - (a) In a proceeding by the Attorney General if the...

Section 60.664 - Procedure for judicial dissolution. - (2) It is not necessary to make shareholders parties to...

Section 60.667 - Receivership or custodianship. - (2) The court may appoint an individual or a domestic...

Section 60.671 - Judgment of dissolution. - (2) After entering the judgment of dissolution, the court shall...

Section 60.701 - Authority to transact business required. - (2) The following activities among others, do not constitute transacting...

Section 60.704 - Consequences of transacting business without authority. - (2) The successor to a foreign corporation that transacted business...

Section 60.707 - Application for authority to transact business. - (a) The name of the foreign corporation or, if the...

Section 60.711 - Amendment to application for authority. - (a) Its corporate name as shown on the records of...

Section 60.714 - Effect of authority. - (2) The filing by the Secretary of State of an...

Section 60.717 - Corporate name of foreign corporation. - (2) The name of the corporation must contain a word...

Section 60.721 - Registered office and registered agent of foreign corporation. - (1) A registered office that may be, but need not...

Section 60.724 - Change of registered office or registered agent of foreign corporation. - (a) Lists the name of the foreign corporation; (b) Specifies...

Section 60.727 - Resignation of registered agent of foreign corporation. - (2) Upon the delivery of the signed statement, the Secretary...

Section 60.731 - Service on foreign corporation. - (2) The Secretary of State shall be an agent of...

Section 60.734 - Withdrawal of foreign corporation. - (a) The name of the foreign corporation and the name...

Section 60.737 - Grounds for revocation. - (1) The foreign corporation does not deliver the corporation’s annual...

Section 60.741 - Procedure for and effect of revocation. - (2) If the foreign corporation does not correct each ground...

Section 60.747 - Reinstatement of authority. - (a) State the name of the corporation and the effective...

Section 60.750 - Definitions for ORS 60.750 to 60.770. - (1) "Benefit company" means a corporation or a limited liability...

Section 60.752 - Application of benefit company laws. - (a) A corporation that states in the corporation’s articles of...

Section 60.754 - Status as benefit company; election to become benefit company; election to become other entity; votes required. - (b) Notwithstanding ORS 63.074 (3), a limited liability company organized...

Section 60.756 - Minimum status vote required to approve certain actions; voting requirements. - (2) If an entity’s governing documents or the provisions of...

Section 60.758 - Benefit company purposes and powers. - (2)(a) The articles of incorporation or articles of organization for...

Section 60.760 - Duties of, standard of conduct for and liabilities of governor of benefit company. - (a) The shareholders or members of the benefit company; (b)...

Section 60.762 - Benefit company board of governors; benefit governor; duties, powers and liabilities. - (b) The articles of incorporation, articles of organization, bylaws or...

Section 60.764 - Duties of, standard of conduct for and liabilities of officers and managers of benefit company. - (a) To the extent the member, officer or manager has...

Section 60.766 - Proceedings against benefit company; when allowed; who may commence. - (a) Failed to pursue, create or provide a general public...

Section 60.768 - Benefit report; contents required; delivery and posting. - (2)(a) The benefit report shall give a narrative description of:...

Section 60.770 - Assessment of public benefit. - Note: See note under 60.750.

Section 60.771 - Corporate records. - (2) A corporation shall maintain appropriate accounting records. (3) A...

Section 60.774 - Inspection of records by shareholders. - (2) A shareholder of a corporation may inspect and copy,...

Section 60.777 - Scope of inspection right. - (2) The right to copy records under ORS 60.774 includes,...

Section 60.781 - Court-ordered inspection. - (2) If a corporation does not within a reasonable time...

Section 60.787 - Annual report; updates; rules. - (a) The name of the corporation and the state or...

Section 60.801 - Definitions for ORS 60.801 to 60.816. - (1) "Acquiring group" means two or more persons who agree...

Section 60.804 - Applicability of ORS 60.801 to 60.816. - (2) An issuing public corporation whose articles of incorporation or...

Section 60.807 - Voting rights of control shares. - (2) To be approved under this section, the restoration of...

Section 60.810 - Acquiring person statement; shareholder meeting. - (a) The identity of the acquiring person and each other...

Section 60.813 - Dissenters’ rights. - Note: See note under 60.801.

Section 60.816 - Short title. - Note: See note under 60.801.

Section 60.825 - Definitions for ORS 60.825 to 60.845. - (1) "Affiliate" means a person that directly, or indirectly through...

Section 60.830 - Ownership of shares. - (a) Which the person or any of the person’s affiliates...

Section 60.835 - Prohibited business combinations. - (1) Prior to that date the board of directors of...

Section 60.840 - Exceptions to ORS 60.835. - (a) The corporation’s original articles of incorporation contain a provision...

Section 60.952 - Court proceeding by shareholder in close corporation; conditions; court-ordered remedies; share purchase; expenses. - (a) The directors are deadlocked in the management of the...

Section 60.964 - Saving provisions. - (a) The operation of the statute or any action taken...

Section 60.992 - Penalty for signing false document. - (a) Knows the document is false in any material respect;...

Section 60.994 - Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action. - (a) Making, issuing, delivering or publishing, or participating in making,...

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2021 Oregon Revised Statutes Volume : 02 - Business Organizations, Commercial Code Chapter 060 - Private Corporations

2021 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 060 - Private Corporations