Oregon Statutes - Chapter 60 - Private Corporations

60.001 Definitions.
As used in this chapter: (1) �Anniversary� means that day each year exactly one or more years after: (a) The date of filing by the...
60.004 Filing requirements.
(1) A document must satisfy the requirements of this section except as any other section modifies these requirements, to be entitled to filing by the...
60.007 Filing, service, copying and certification fees.
The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served...
60.010 [Repealed by 1953 c.549 §138]
60.011 Effective time and date of document.
(1) Except as provided in subsection (2) of this section and ORS 60.014 (3), a document accepted for filing is effective on the date it...
60.014 Correcting filed document.
(1) A domestic or foreign corporation may correct a document filed by the Secretary of State, other than an annual report, if the document contains...
60.016 Forms; rules.
Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed by this chapter. The Secretary of State may...
60.017 Filing duty of Secretary of State.
(1) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of ORS 60.004, the Secretary of State...
60.020 [Repealed by 1953 c.549 §138]
60.021 Appeal from Secretary of State�s refusal to file document.
If the Secretary of State refuses to file a document delivered to the office for filing, the domestic or foreign corporation, in addition to any...
60.024 Evidentiary effect of copy of filed document.
(1) A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State�s signature, which may be...
60.027 Certificate of existence or authorization.
(1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for...
60.030 [Repealed by 1953 c.549 §138]
60.031 Powers.
The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter. [1987 c.52 §13]
60.034 Notice.
(1) Except as provided in subsection (3) of this section, notice under this chapter shall be in writing unless oral notice is specifically permitted under...
60.040 [Repealed by 1953 c.549 §138]
60.044 Incorporators.
One or more individuals 18 years of age or older, a domestic or foreign corporation, a partnership or an association may act as incorporators of...
60.047 Articles of incorporation.
(1) The articles of incorporation shall set forth: (a) A corporate name for the corporation that satisfies the requirements of ORS 60.094; (b) The number...
60.050 [Repealed by 1953 c.549 §138]
60.051 Incorporation.
(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed by the Secretary of State. (2)...
60.054 Liability for preincorporation transactions.
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation, are jointly and severally liable for all liabilities...
60.057 Organization of corporation.
(1) After incorporation, if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of...
60.060 [Repealed by 1953 c.549 §138]
60.061 Bylaws.
(1) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (2) The bylaws of a corporation may contain...
60.064 Emergency bylaws.
(1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency...
60.070 [Repealed by 1953 c.549 §138]
60.074 Purposes.
(1) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in...
60.077 General powers.
(1) Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name. (2) Unless its articles of incorporation...
60.080 [Repealed by 1953 c.549 §138]
60.081 Emergency powers.
(1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may: (a) Modify...
60.084 Validity of corporate acts.
(1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation...
60.090 [Repealed by 1953 c.549 §138]
60.094 Corporate name.
(1) A corporate name shall contain one or more of the words �corporation,� �incorporated,� �company� or �limited� or an abbreviation of one or more of...
60.097 Reserved name.
(1) A person may apply to the office to reserve a corporate name. The application must set forth the name and address of the applicant...
60.100 [Amended by 1953 c.549 §138; renumbered 57.815]
60.101 Registered name.
(1) A foreign corporation may apply to the office to register its corporate name. (2) The application must set forth the corporate name, the state...
60.110 [Repealed by 1953 c.549 §138]
60.111 Registered office and registered agent.
(1) Each corporation shall continuously maintain in this state a registered agent and registered office that may be, but need not be, the same as...
60.114 Change of registered office or registered agent.
(1) A corporation may change its registered office or registered agent by delivering to the office of the Secretary of State for filing a statement...
60.117 Resignation of registered agent.
(1) A registered agent may resign as agent upon delivering a signed statement to the office and giving notice in the form of a copy...
60.120 [Repealed by 1953 c.549 §138]
60.121 Service on corporation.
(1) The registered agent appointed by a corporation shall be an agent of the corporation upon whom any process, notice or demand required or permitted...
60.130 [Repealed by 1953 c.549 §138]
60.131 Authorized shares.
(1) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to...
60.134 Terms of class or series determined by board of directors.
(1) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations and relative rights, subject...
60.137 Issued and outstanding shares.
(1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are...
60.140 [Repealed by 1953 c.549 §138]
60.141 Fractional shares.
(1) A corporation may: (a) Issue fractions of a share or pay in money the value of fractions of a share; (b) Arrange for disposition...
60.144 Subscription for shares before incorporation.
(1) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or...
60.147 Issuance of shares.
(1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (2) The...
60.150 [Repealed by 1953 c.549 §138]
60.151 Liability of shareholders.
(1) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except...
60.154 Share dividends.
(1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation�s shareholders or to the shareholders...
60.157 Share rights, options and warrants.
(1) A corporation may issue rights, options or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms...
60.160 [Repealed by 1953 c.549 §138]
60.161 Form and content of certificates.
(1) Shares may be but are not required to be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and...
60.164 Shares without certificates.
(1) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all...
60.167 Restriction on transfer of shares and other securities.
(1) The articles of incorporation, bylaws, agreements among shareholders or agreements between shareholders and the corporation may impose restrictions on the transfer or registration of...
60.170 [Repealed by 1953 c.549 §138]
60.171 Expense of issue.
A corporation may pay the expenses of selling or underwriting its shares and organizing or reorganizing the corporation from the consideration received for shares. [1987...
60.174 Preemptive rights of shareholders.
(1) Except to the extent limited or denied by this section or by the articles of incorporation, the shareholders of a corporation incorporated prior to...
60.177 Corporation�s acquisition of its own shares.
(1) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares. (2) If the articles of incorporation prohibit the...
60.181 Distributions to shareholders.
(1) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and...
60.201 Annual meeting.
(1) Except as provided in subsection (4) of this section, a corporation shall hold an annual meeting of the shareholders at a time stated in...
60.204 Special meeting.
(1) A corporation shall hold a special meeting of shareholders: (a) On call of its board of directors or the person or persons authorized to...
60.207 Court-ordered meeting.
(1) The circuit court of the county where a corporation�s principal office is located, or, if the principal office is not in this state, where...
60.209 Meeting chairperson; closing of polls.
(1) At each meeting of shareholders, a chairperson shall preside. The chairperson shall be appointed as provided in the bylaws or, in the absence of...
60.210 [Repealed by 1953 c.549 §138]
60.211 Action without meeting.
(1)(a) Action required or permitted by this chapter to be taken at a shareholders� meeting may be taken without a meeting if the action is...
60.214 Notice of meeting.
(1) A corporation shall notify shareholders of the date, time and place of each annual and special shareholders� meeting not earlier than 60 days nor...
60.217 Waiver of notice.
(1) A shareholder may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. The waiver must be in...
60.219 Adjournment of meeting.
Unless otherwise provided in the articles of incorporation or bylaws, a majority of votes represented at a meeting of shareholders, whether or not a quorum,...
60.220 [Repealed by 1953 c.549 §138]
60.221 Record date.
(1) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the...
60.222 Participation at meeting.
(1) Unless the articles of incorporation or bylaws provide otherwise, the bylaws or the board of directors, by resolution adopted in advance either specifically with...
60.223 Meeting inspectors; duties.
(1) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of...
60.224 Shareholders� list for meeting.
(1) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are...
60.227 Voting entitlement of shares.
(1) Except as provided in subsections (2) and (3) of this section and ORS 60.807, or unless the articles of incorporation provide otherwise, each outstanding...
60.230 [Repealed by 1953 c.549 §138]
60.231 Proxies.
(1) A shareholder may vote shares in person or by proxy. (2) A shareholder may authorize a person or persons to act for the shareholder...
60.234 Shares held by nominees.
(1) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized...
60.237 Corporations� acceptance of votes.
(1) If the name signed on a vote, consent, waiver or proxy authorization corresponds to the name of a shareholder, the corporation, if acting in...
60.241 Quorum and voting requirements for voting groups.
(1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those...
60.244 Action by single and multiple voting groups.
(1) If the articles of incorporation or this chapter provide for voting by a single group on a matter, action on that matter is taken...
60.247 Modification of quorum or voting requirements.
(1) The articles of incorporation may provide for a lesser or greater quorum requirement for shareholders, or voting groups of shareholders, than is provided for...
60.251 Voting for directors.
(1) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote...
60.254 Voting trusts.
(1) One or more shareholders may create a voting trust and conferring on a trustee the right to vote or otherwise act for them by...
60.257 Voting agreements.
(1) Two or more persons may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A...
60.261 Derivative proceedings.
(1) A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a shareholder of the...
60.265 Validity of shareholder agreements inconsistent with chapter; purposes; notice of agreement; effect on liability.
(1) An agreement among the shareholders of a corporation entered into after December 31, 1993, that is inconsistent with one or more other provisions of...
60.301 Requirement for and duties of board of directors.
(1) Each corporation shall have a board of directors. (2) All corporate powers shall be exercised by or under the authority of, and the business...
60.304 Qualifications of directors.
The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of...
60.307 Number and election of directors.
(1) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of...
60.311 Election of directors by certain classes of shareholders.
If the articles of incorporation authorize dividing the shares into classes or series, the articles may also authorize the election of all or a specified...
60.314 Terms of directors generally.
(1) The terms of the initial directors of a corporation expire at the first shareholders� meeting at which directors are elected. (2) The terms of...
60.317 Staggered terms for directors.
(1) The articles of incorporation or the bylaws may provide for staggering the terms of directors by dividing the total number of directors into two...
60.321 Resignation of directors.
(1) A director may resign at any time by delivering written notice to the board of directors, its chairperson or the corporation. (2) A resignation...
60.324 Removal of directors by shareholders.
(1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only...
60.327 Removal of directors by judicial proceeding.
(1) The circuit court of the county where a corporation�s principal office is located or if the principal office is not in this state where...
60.331 Vacancy on board.
(1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in...
60.334 Compensation of directors.
Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. [1987 c.52 §78] (Meetings and Action...
60.337 Meetings.
(1) The board of directors may hold regular or special meetings in or out of this state. (2) Unless the articles of incorporation or bylaws...
60.341 Action without meeting.
(1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors�...
60.344 Notice of meeting.
(1) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date,...
60.347 Waiver of notice.
(1) A director may at any time waive any notice required by this chapter, the articles of incorporation or bylaws. Except as provided by subsection...
60.351 Quorum and voting.
(1) Unless the articles of incorporation or bylaws requires a greater number or a lesser number as authorized under subsection (2) of this section, a...
60.354 Committees; powers; limitations.
(1) Unless this chapter, the articles of incorporation or the bylaws provide otherwise, a board of directors may create one or more committees and appoint...
60.357 General standards for directors.
(1) A director shall discharge the duties of a director, including the duties as a member of a committee, in good faith, with the care...
60.361 Conflict of interest.
(1) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest....
60.364 Loans to directors.
(1) Except as provided by subsection (3) of this section, a corporation may not lend money to or guarantee the obligation of a director of...
60.367 Liability for unlawful distributions.
(1) Unless the director complies with the applicable standards of conduct described in ORS 60.357, a director who votes for or assents to a distribution...
60.371 Required officers.
(1) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws which shall include...
60.374 Duties of officers.
Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties...
60.377 Standard of conduct for officers.
(1) An officer with discretionary authority shall discharge the duties of an officer under that authority: (a) In good faith; (b) With the care an...
60.381 Resignation and removal of officers.
(1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective under ORS...
60.384 Contract right of officers.
(1) The appointment of an officer does not itself create contract rights. (2) Removal or resignation of an officer does not affect the contract rights,...
60.387 Definitions for ORS 60.387 to 60.414.
As used in ORS 60.387 to 60.414: (1) �Corporation� includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction...
60.391 Authority to indemnify directors.
(1) Except as provided in subsection (4) of this section, a corporation may indemnify an individual made a party to a proceeding because the individual...
60.394 Mandatory indemnification.
Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense...
60.397 Advance for expenses.
(1) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of...
60.401 Court-ordered indemnification.
Unless the corporation�s articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to...
60.404 Determination and authorization of indemnification.
(1) A corporation may not indemnify a director under ORS 60.391 unless authorized in the specific case after a determination has been made that indemnification...
60.407 Indemnification of officers, employees and agents.
Unless a corporation�s articles of incorporation provide otherwise: (1) An officer of the corporation is entitled to mandatory indemnification under ORS 60.394, and is entitled...
60.411 Insurance.
A corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was...
60.414 Application of ORS 60.387 to 60.411.
(1) The indemnification and provisions for advancement of expenses provided by ORS 60.387 to 60.411 shall not be deemed exclusive of any other rights to...
60.431 Authority.
(1) A corporation may amend its articles of incorporation at any time to add, change or delete any provision if the articles of incorporation as...
60.434 Amendment by board of directors.
Unless the articles of incorporation provide otherwise, a corporation�s board of directors may adopt one or more amendments to the corporation�s articles of incorporation without...
60.437 Amendment by board of directors and shareholders.
(1) A corporation�s board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders. (2) For the...
60.441 Voting on amendments by voting groups.
(1) The holders of the outstanding shares of a class are entitled to vote as a separate voting group if shareholder voting is otherwise required...
60.444 Amendment before issuance of shares.
If a corporation has not yet issued shares, its incorporators or the board of directors may adopt one or more amendments to the corporation�s articles...
60.447 Articles of amendment.
(1) A corporation amending its articles of incorporation shall deliver articles of amendment to the office for filing. (2) Articles of amendment shall contain: (a)...
60.451 Restated articles of incorporation.
(1) A corporation�s board of directors may restate its articles of incorporation at any time with or without shareholder action. If a corporation has not...
60.454 Amendment pursuant to reorganization.
(1) A corporation�s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization...
60.457 Effect of amendment.
An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which...
60.461 Amendment or repeal by board of directors or shareholders.
(1) A corporation�s board of directors may amend or repeal the corporation�s bylaws unless: (a) The articles of incorporation or this chapter reserve this power...
60.464 Bylaw increasing quorum or voting requirement for shareholders.
(1) If expressly authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement...
60.467 Bylaw increasing quorum or voting requirement for directors.
(1) A bylaw provision that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (a) If the...
60.470 Definitions for ORS 60.470 to 60.501.
As used in ORS 60.470 to 60.501: (1) �Business entity� means: (a) Any of the following for-profit entities: (A) A professional corporation organized under ORS...
60.472 Conversion.
(1) A business entity other than a corporation may be converted to a corporation organized under this chapter, and a corporation organized under this chapter...
60.474 Action on plan of conversion.
(1) A plan of conversion shall be approved as follows: (a) In the case of a corporation, in the manner provided in ORS 60.487 for...
60.476 Articles of conversion.
(1) After conversion is approved by the owners, the converting business entity shall file articles of conversion, which shall state the name and type of...
60.478 Effect of conversion; assumed business name.
(1) When a conversion to or from a corporation pursuant to ORS 60.472 takes effect: (a) The business entity continues its existence despite the conversion;...
60.481 Merger.
(1)(a) One or more business entities may merge into a corporation organized under this chapter if the merger is permitted by the statutes governing each...
60.484 Share exchange.
(1) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors...
60.487 Action on plan of merger or share exchange.
(1) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger and the board of...
60.491 Merger with subsidiary.
(1) A parent corporation owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into...
60.494 Articles of merger or share exchange.
(1) After a plan of merger or share exchange is approved by the owners of each business entity, or adopted by a board of directors...
60.497 Effect of merger or share exchange.
(1) When a merger involving a corporation takes effect: (a) Every other business entity that is a party to the merger merges into the surviving...
60.501 Merger or share exchange with foreign corporation.
(1) One or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if: (a) In a merger,...
60.531 Sale of assets in regular course of business; mortgage of assets.
(1) A corporation may, on the terms and conditions and for the consideration determined by the board of directors: (a) Sell, lease, exchange or otherwise...
60.534 Sale of assets other than in regular course of business.
(1) A corporation may sell, lease, exchange or otherwise dispose of all or substantially all of its property, with or without the goodwill, other than...
60.551 Definitions for ORS 60.551 to 60.594.
As used in ORS 60.551 to 60.594: (1) �Beneficial shareholder� means the person who is a beneficial owner of shares held in a voting trust...
60.554 Right to dissent.
(1) Subject to subsection (2) of this section, a shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder�s...
60.557 Dissent by nominees and beneficial owners.
(1) A record shareholder may assert dissenters� rights as to fewer than all the shares registered in the shareholder�s name only if the shareholder dissents...
60.561 Notice of dissenters� rights.
(1) If proposed corporate action creating dissenters� rights under ORS 60.554 is submitted to a vote at a shareholders� meeting, the meeting notice must state...
60.564 Notice of intent to demand payment.
(1) If proposed corporate action creating dissenters� rights under ORS 60.554 is submitted to a vote at a shareholders� meeting, a shareholder who wishes to...
60.567 Dissenters� notice.
(1) If proposed corporate action creating dissenters� rights under ORS 60.554 is authorized at a shareholders� meeting, the corporation shall deliver a written dissenters� notice...
60.571 Duty to demand payment.
(1) A shareholder sent a dissenters� notice described in ORS 60.567 must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before...
60.574 Share restrictions.
(1) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action...
60.577 Payment.
(1) Except as provided in ORS 60.584, as soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation...
60.581 Failure to take action.
(1) If the corporation does not take the proposed action within 60 days after the date set for demanding payment and depositing share certificates, the...
60.584 After-acquired shares.
(1) A corporation may elect to withhold payment required by ORS 60.577 from a dissenter unless the dissenter was the beneficial owner of the shares...
60.587 Procedure if shareholder dissatisfied with payment or offer.
(1) A dissenter may notify the corporation in writing of the dissenter�s own estimate of the fair value of the dissenter�s shares and amount of...
60.591 Court action.
(1) If a demand for payment under ORS 60.587 remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand...
60.594 Court costs and counsel fees.
(1) The court in an appraisal proceeding commenced under ORS 60.591 shall determine all costs of the proceeding, including the reasonable compensation and expenses of...
60.621 Dissolution by incorporators or initial directors.
(1) A majority of the incorporators or initial directors of a corporation that has not issued shares and has not commenced business may dissolve the...
60.624 Voluntary dissolution by consent of shareholders.
A corporation may be voluntarily dissolved by the written consent of all of its shareholders. [1987 c.52 §139]
60.627 Dissolution by board of directors and shareholders.
(1) A corporation�s board of directors may propose dissolution for submission to the shareholders. (2) For a proposal to dissolve to be adopted: (a) The...
60.631 Articles of dissolution.
(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the office for filing articles of dissolution setting forth: (a)...
60.634 Revocation of dissolution.
(1) A corporation may revoke its dissolution within 120 days of its effective date. (2) Revocation of dissolution must be authorized in the same manner...
60.637 Effect of dissolution.
(1) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business...
60.641 Known claims against dissolved corporation.
(1) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (2) The dissolved corporation shall...
60.644 Unknown claims against dissolved corporation.
(1) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with...
60.645 Enforcement of claims against dissolved corporation.
A claim against a dissolved corporation that is not barred under ORS 60.641 or 60.644 may be enforced: (1) Against the dissolved corporation to the...
60.647 Grounds for administrative dissolution.
The Secretary of State may commence a proceeding under ORS 60.651 to administratively dissolve a corporation if: (1) The corporation does not pay when due...
60.651 Procedure; effect of administrative dissolution.
(1) If the Secretary of State determines that one or more grounds exist under ORS 60.647, for dissolving a corporation, the Secretary of State shall...
60.654 Reinstatement following administrative dissolution.
(1) A corporation administratively dissolved under ORS 60.651 may apply to the Secretary of State for reinstatement within five years from the date of dissolution....
60.657 Appeal from denial of reinstatement.
(1) If the Secretary of State denies a corporation�s application for reinstatement following administrative dissolution, the Secretary of State shall give written notice to the...
60.661 Grounds for judicial dissolution.
The circuit courts may dissolve a corporation: (1) In a proceeding by the Attorney General if it is established that: (a) The corporation obtained its...
60.664 Procedure for judicial dissolution.
(1) Venue for a proceeding by the Attorney General to dissolve a corporation lies in Marion County. Venue for a proceeding brought by any other...
60.667 Receivership or custodianship.
(1) A court in a judicial proceeding brought to dissolve a corporation, or in a judicial proceeding for shareholder remedies described in ORS 60.952, may...
60.671 Judgment of dissolution.
(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in ORS 60.661 or 60.952 (2)(m) exist, it...
60.674 Asset distribution; deposit with Department of State Lands; claims.
Assets of a dissolved corporation that should be distributed to a creditor, claimant or shareholder of the corporation who cannot be found shall be reduced...
60.701 Authority to transact business required.
(1) A foreign corporation may not transact business in this state until it has been authorized to do so by the Secretary of State. (2)...
60.704 Consequences of transacting business without authority.
(1) A foreign corporation transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any court in...
60.707 Application for authority to transact business.
(1) A foreign corporation may apply for authority to transact business in this state by delivering an application to the office for filing. The application...
60.711 Amendment to application for authority.
(1) A foreign corporation authorized to transact business in this state shall deliver an amendment to the application for authority to transact business in this...
60.714 Effect of authority.
(1) A foreign corporation authorized to transact business in this state has the same but no greater rights and has the same but no greater...
60.717 Corporate name of foreign corporation.
(1) Except as provided in subsections (2) and (3) of this section, the Secretary of State shall not authorize a foreign corporation to transact business...
60.721 Registered office and registered agent of foreign corporation.
Each foreign corporation authorized to transact business in this state must continuously maintain in this state: (1) A registered office that may be, but need...
60.724 Change of registered office or registered agent of foreign corporation.
(1) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the office of...
60.727 Resignation of registered agent of foreign corporation.
(1) The registered agent of a foreign corporation may resign as agent upon delivering a signed statement to the office and giving notice in the...
60.731 Service on foreign corporation.
(1) The registered agent appointed by a foreign corporation authorized to transact business in this state shall be an agent of such corporation upon whom...
60.734 Withdrawal of foreign corporation.
(1) A foreign corporation authorized to transact business in this state may withdraw from transacting business in this state by applying to the office for...
60.737 Grounds for revocation.
The Secretary of State may commence a proceeding under ORS 60.741 to revoke the authority of a foreign corporation to transact business in this state...
60.741 Procedure for and effect of revocation.
(1) If the Secretary of State determines that one or more grounds exist under ORS 60.737 for revocation of authority of a foreign corporation to...
60.744 Appeal from revocation.
In addition to any other legal remedy which may be available, a foreign corporation shall have the right to appeal the Secretary of State�s revocation...
60.747 Reinstatement of authority.
(1) A foreign corporation which has had its authority revoked under ORS 60.737 may apply to the Secretary of State for reinstatement within five years...
60.771 Corporate records.
(1) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken...
60.774 Inspection of records by shareholders.
(1) Subject to ORS 60.777 (3), a shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation�s principal...
60.777 Scope of inspection right.
(1) A shareholder�s agent or attorney has the same inspection and copying rights as the shareholder. (2) The right to copy records under ORS 60.774...
60.781 Court-ordered inspection.
(1) If a corporation does not allow a shareholder who complies with ORS 60.774 (1) to inspect and copy any records required by that subsection...
60.784 Reports to shareholders of indemnification.
If a corporation indemnifies or advances expenses to a director under ORS 60.391, 60.394, 60.397 or 60.401 in connection with a proceeding by or in...
60.787 Annual report.
(1) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall by its anniversary deliver to the office for filing...
60.801 Definitions for ORS 60.801 to 60.816.
As used in ORS 60.801 to 60.816: (1) �Acquiring group� means two or more persons who agree to act together or enter into any arrangement...
60.804 Applicability of ORS 60.801 to 60.816.
(1) An issuing public corporation shall be subject to ORS 60.801 to 60.816 unless the corporation�s articles of incorporation or bylaws provide that ORS 60.801...
60.807 Voting rights of control shares.
(1) Control shares acquired in a control share acquisition have no voting rights other than those provided for in subsection (2)(a) of this section, unless...
60.810 Acquiring person statement; shareholder meeting.
(1) Any acquiring person who proposes to make or has made a control share acquisition may at the person�s election deliver an acquiring person statement...
60.813 Dissenters� rights.
Unless otherwise provided in a corporation�s articles of incorporation or bylaws before a control share acquisition has occurred, in the event control shares acquired in...
60.816 Short title.
ORS 60.801 to 60.813 shall be known and may be cited as the �Oregon Control Share Act.� [1989 c.4 §6] Note: See note under 60.801....
60.825 Definitions for ORS 60.825 to 60.845.
As used in ORS 60.825 to 60.845: (1) �Affiliate� means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by,...
60.830 Ownership of shares.
(1) For purposes of ORS 60.825 to 60.845, a person shall be considered to be the �owner� of and to �own� any shares: (a) Which...
60.835 Prohibited business combinations.
Notwithstanding any other provision of this chapter, a corporation shall not engage in any business combination with any interested shareholder for a period of three...
60.840 Exceptions to ORS 60.835.
(1) ORS 60.835 shall not apply if: (a) The corporation�s original articles of incorporation contain a provision expressly electing not to be governed by ORS...
60.845 Greater vote of shareholders prohibited.
No provision of any articles of incorporation or bylaws shall require a greater vote of shareholders than that specified in ORS 60.825 to 60.845 for...
60.951 Short title.
This chapter shall be known and may be cited as the �Oregon Business Corporation Act.� [1987 c.52 §1]
60.952 Court proceeding by shareholder in close corporation; conditions; court-ordered remedies; share purchase; expenses.
(1) In a proceeding by a shareholder in a corporation that does not have shares that are listed on a national securities exchange or that...
60.954 Reservation of power to amend or repeal.
All or part of this chapter may be amended or repealed at any time and all domestic and foreign corporations subject to this chapter are...
60.957 Application to existing domestic corporation.
This chapter applies to all domestic corporations in existence on June 15, 1987, that were incorporated under any general statute of this state providing for...
60.961 Application to qualified foreign corporations.
A foreign corporation authorized to transact business in this state on June 15, 1987, is subject to this chapter but is not required to apply...
60.964 Saving provisions.
(1) Except as provided in subsections (2), (3) and (4) of this section, the repeal of a statute by this chapter does not affect: (a)...
60.967 Corporations incorporated under special acts.
The shareholders of any private incorporation incorporated by any special Act of the Legislative Assembly before December 31, 1953, may incorporate themselves under this chapter...
60.971 Severability.
If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity...
60.990 [(Enacted in 1903) repealed by 1953 c.549 §138; 60.990 (enacted by 1987 c.52 §175) renumbered 60.992 in 1993]
60.992 Penalty for signing false document.
(1) A person commits the crime of falsely signing a document for filing if the person signs a document knowing it is false in any...

Last modified: August 7, 2008