PocketLaw | Oregon Revised Statutes | Private Corporations

Private Corporations

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Definitions.

Filing requirements.

Filing, service, copying and certification fees.

[Repealed by 1953 c.549 §138]

Effective time and date of document.

Correcting filed document.

Forms; rules.

Filing duty of Secretary of State.

[Repealed by 1953 c.549 §138]

Appeal from Secretary of State’s refusal to file document.

Evidentiary effect of copy of filed document.

Certificate of existence or authorization.

[Repealed by 1953 c.549 §138]

Powers.

Investigations of violations of chapter; confidentiality; penalties; administrative dissolution; rules.

Notice.

[Repealed by 1953 c.549 §138]

Incorporators.

Articles of incorporation.

[Repealed by 1953 c.549 §138]

Incorporation.

Liability for preincorporation transactions.

Organization of corporation.

[Repealed by 1953 c.549 §138]

Bylaws.

Emergency bylaws.

[Repealed by 1953 c.549 §138]

Purposes; prohibition on illegal purposes.

General powers.

[Repealed by 1953 c.549 §138]

Emergency powers.

Challenges to validity of corporate acts.

[Repealed by 1953 c.549 §138]

Corporate name.

Reserved name.

Section 60.100

Registered name.

[Repealed by 1953 c.549 §138]

Registered office and registered agent.

Change of registered office or registered agent.

Resignation of registered agent.

[Repealed by 1953 c.549 §138]

Service on corporation.

[Repealed by 1953 c.549 §138]

Authorized shares.

Terms of class or series determined by board of directors.

Issued and outstanding shares.

[Repealed by 1953 c.549 §138]

Fractional shares.

Subscription for shares before incorporation.

Issuance of shares.

[Repealed by 1953 c.549 §138]

Liability of shareholders.

Share dividends.

Share rights, options, warrants and other equity compensation; designation by officers.

[Repealed by 1953 c.549 §138]

Form and content of certificates.

Shares without certificates.

Restriction on transfer of shares and other securities.

[Repealed by 1953 c.549 §138]

Expense of issue.

Preemptive rights of shareholders.

Corporation’s acquisition of its own shares.

Distributions to shareholders.

Annual meeting.

Special meeting.

Court-ordered meeting.

Meeting chairperson; closing of polls.

[Repealed by 1953 c.549 §138]

Action without meeting.

Notice of meeting.

Waiver of notice.

Adjournment of meeting.

[Repealed by 1953 c.549 §138]

Record date.

Participation at meeting.

Meeting inspectors; duties.

Shareholders’ list for meeting.

Voting entitlement of shares.

[Repealed by 1953 c.549 §138]

Proxies.

Shares held by nominees.

Corporations’ acceptance or rejection of votes, consents, waivers or proxy authorizations.

Quorum and voting requirements for voting groups.

Action by single and multiple voting groups.

Modification of quorum or voting requirements.

Voting for directors.

Voting trusts.

Voting agreements.

Derivative proceedings.

Validity of shareholder agreements inconsistent with chapter; purposes; notice of agreement; effect on liability.

Definitions for ORS 60.270 to 60.291.

Defective corporate action; ratification or validation; effective date.

Ratification by board of directors; procedure; submission to shareholders.

Quorum; notice to shareholders of proposed ratification.

Notice of ratification by board of directors.

Corrected corporate action; validity; effective date.

Articles of validation; filing with Secretary of State.

Judicial review of corporate action; persons permitted to seek review.

Requirement for and duties of board of directors.

Qualifications of directors.

Number and election of directors.

Election of directors by certain classes of shareholders.

Terms of directors generally.

Staggered terms for directors.

Resignation of directors.

Removal of directors by shareholders.

Removal of directors by judicial proceeding.

Vacancy on board.

Compensation of directors.

Meetings.

Action without meeting.

Notice of meeting.

Waiver of notice.

Quorum and voting.

Committees; powers; limitations.

General standards for directors.

Conflict of interest.

Loans to directors.

Liability for unlawful distributions.

Required officers.

Duties of officers.

Standard of conduct for officers.

Resignation and removal of officers.

Contract right of officers.

Definitions for ORS 60.387 to 60.414.

Authority to indemnify directors.

Mandatory indemnification.

Payment of director’s expenses in connection with proceeding.

Court-ordered indemnification.

Determination and authorization of indemnification.

Indemnification of officers, employees and agents.

Insurance.

Application of ORS 60.387 to 60.411.

Authority.

Amendment by board of directors.

Amendment by board of directors and shareholders.

Voting on amendments by voting groups.

Amendment before issuance of shares.

Articles of amendment.

Restated articles of incorporation.

Amendment pursuant to reorganization.

Effect of amendment.

Amendment or repeal by board of directors or shareholders.

Bylaw increasing quorum or voting requirement for shareholders.

Bylaw increasing quorum or voting requirement for directors.

Definitions for ORS 60.470 to 60.501.

Conversion.

Action on plan of conversion.

Articles and plan of conversion.

Effect of conversion; assumed business name.

Merger.

Share exchange.

Action on plan of merger or share exchange.

Merger with subsidiary.

Articles and plan of merger or share exchange.

Effect of merger or share exchange.

Merger or share exchange with foreign corporation.

Sale of assets in regular course of business; mortgage of assets.

Sale of assets other than in regular course of business.

Definitions for ORS 60.551 to 60.594.

Right to dissent.

Dissent by nominees and beneficial owners.

Notice of dissenters’ rights.

Notice of intent to demand payment.

Dissenters’ notice.

Duty to demand payment.

Share restrictions.

Payment.

Failure to take action.

After-acquired shares.

Procedure if shareholder dissatisfied with payment or offer.

Court action.

Court costs and counsel fees.

Dissolution by incorporators or initial directors.

Voluntary dissolution by consent of shareholders.

Dissolution by board of directors and shareholders.

Articles of dissolution.

Revocation of dissolution.

Effect of dissolution.

Known claims against dissolved corporation.

Unknown claims against dissolved corporation; use of insurance assets of dissolved corporation.

Enforcement of claims against dissolved corporation.

Grounds for administrative dissolution.

Procedure; effect of administrative dissolution.

Reinstatement following administrative dissolution.

Appeal from denial of reinstatement.

Grounds for judicial dissolution; finding that corporation is shell entity; prima facie showing by Attorney General; effects; affirmative defenses.

Procedure for judicial dissolution.

Receivership or custodianship.

Judgment of dissolution.

Asset distribution; deposit with State Treasurer; claims.

Authority to transact business required.

Consequences of transacting business without authority.

Application for authority to transact business.

Amendment to application for authority.

Effect of authority.

Corporate name of foreign corporation.

Registered office and registered agent of foreign corporation.

Change of registered office or registered agent of foreign corporation.

Resignation of registered agent of foreign corporation.

Service on foreign corporation.

Withdrawal of foreign corporation.

Grounds for revocation.

Procedure for and effect of revocation.

Appeal from revocation.

Reinstatement of authority.

Definitions for ORS 60.750 to 60.770.

Application of benefit company laws.

Status as benefit company; election to become benefit company; election to become other entity; votes required.

Minimum status vote required to approve certain actions; voting requirements.

Benefit company purposes and powers.

Duties of, standard of conduct for and liabilities of governor of benefit company.

Benefit company board of governors; benefit governor; duties, powers and liabilities.

Duties of, standard of conduct for and liabilities of officers and managers of benefit company.

Proceedings against benefit company; when allowed; who may commence.

Benefit report; contents required; delivery and posting.

Assessment of public benefit.

Corporate records.

Inspection of records by shareholders.

Scope of inspection right.

Court-ordered inspection.

Reports to shareholders of indemnification.

Annual report; updates; rules.

Definitions for ORS 60.801 to 60.816.

Applicability of ORS 60.801 to 60.816.

Voting rights of control shares.

Acquiring person statement; shareholder meeting.

Dissenters’ rights.

Short title.

Definitions for ORS 60.825 to 60.845.

Ownership of shares.

Prohibited business combinations.

Exceptions to ORS 60.835.

Greater vote of shareholders prohibited.

Short title.

Court proceeding by shareholder in close corporation; conditions; court-ordered remedies; share purchase; expenses.

Reservation of power to amend or repeal.

Application to existing domestic corporation.

Application to qualified foreign corporations.

Saving provisions.

Corporations incorporated under special acts.

Severability.

Section 60.990

Penalty for signing false document.

Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action.