Chapter 60 — Chapter 60
246 sections in this chapter.
ORS 60.001 Definitions. As used in this chapter
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(1) “Anniversary” means the day each year that is exactly one or more years after: (a) The date on which the Secretary of State files the articles of incorporation for a domestic corporation. (b) The date on which the Secretary of State files an application for authority to trans…
ORS 60.004 Filing requirements. (1)(a) For the Secretary of State to file a document under this chapter, the document must
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(A) Satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section. (B) Be a type of document that this chapter or another law requires or permits a person to file with the Secreta…
ORS 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 on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 for copying any public record under this chapter, certifying the copy or certifying to other facts of record under this chapter. [1987 c.52 §6; 1989 c.383 §3; 1989 c.1040 §36; 1991 c.132 §3; 1999 c.362 §§4,4a]
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[Repealed or reserved.]
ORS 60.010 [Repealed by 1953 c.549 §138]
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[Repealed or reserved.]
ORS 60.011 Effective time and date of document. (1) Except as provided in subsection (2) of this section and ORS 60.014 (3), 60.273 (3) and 60.285, a document accepted for filing is effective on the date the Secretary of State files the document and at the time, if any, the document specifies as the document’s effective time or at 12:01 a.m. on that date if the document does not specify an effective time
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(2) If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date but no time, the document becomes effective at 12:01 a.m. on that date. A delayed effective date for a do…
ORS 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 an incorrect statement or was defectively signed, attested, sealed, verified or acknowledged
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(2) A domestic or foreign corporation shall correct a document by delivering articles of correction to the office. The articles must include the following: (a) A description of the document, including the document’s filing date, or a copy of the document. (b) The incorrect statem…
ORS 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 by rule require the use of the forms. [1987 c.52 §5; 1995 c.215 §6]
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[Repealed or reserved.]
ORS 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 shall file it
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(2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, except as provided in ORS 60.114, 60.117, 60.671, 60.674, 60.724, 60.727 and 60.787, the Secretary of State shall re…
ORS 60.020 [Repealed by 1953 c.549 §138]
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[Repealed or reserved.]
ORS 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 other legal remedy which may be available, shall have the right to appeal from such order pursuant to the provisions of ORS chapter 183. [1987 c.52 §10]
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[Repealed or reserved.]
ORS 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 in facsimile, is conclusive evidence that the original document or a facsimile thereof, is on file with the office
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(2) The provisions of ORS 56.110 shall apply to all documents filed pursuant to this chapter. [1987 c.52 §11]
ORS 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 a foreign corporation
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(2) A certificate of existence or authorization when issued means that: (a) The domestic corporation’s corporate name or the foreign corporation’s corporate name is registered in this state; (b) The domestic corporation is duly incorporated under the law of this state or the fore…
ORS 60.030 [Repealed by 1953 c.549 §138]
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(Secretary of State)
ORS 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]
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[Repealed or reserved.]
ORS 60.032 Investigations of violations of chapter; confidentiality; penalties; administrative dissolution; rules. (1)(a) The Secretary of State may investigate an alleged or potential violation of this chapter and, in the course of the investigation or in response to a request from a law enforcement agency, may order a corporation to
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(A) Prepare and submit to the Secretary of State within 30 days the list described in ORS 60.771 (3); and (B) Answer within 30 days any interrogatory that is related to an alleged or potential violation of this chapter that the Secretary of State submits to the corporation. (b) N…
ORS 60.034 Notice. (1) Notice under this chapter must be written unless oral notice is reasonable in the circumstances in which the notice is given
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(2)(a) A notice or other communication may be given or sent by any method of delivery, except that an electronic transmission must use a method of delivery that complies with subsection (4) of this section. (b) If delivery in accordance with paragraph (a) of this subsection is im…
ORS 60.040 [Repealed by 1953 c.549 §138]
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INCORPORATION
ORS 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 a corporation by delivering articles of incorporation to the office for filing. [1987 c.52 §15]
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[Repealed or reserved.]
ORS 60.047 Articles of incorporation. (1) Articles of incorporation must set forth
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(a) A corporate name for the corporation that satisfies the requirements of ORS 60.094; (b) The number of shares the corporation is authorized to issue; (c) The address, including street and number, and mailing address, if different, of the corporation’s initial registered office…
ORS 60.050 [Repealed by 1953 c.549 §138]
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[Repealed or reserved.]
ORS 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
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(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.…
ORS 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 created while so acting. [1987 c.52 §18]
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[Repealed or reserved.]
ORS 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 a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting
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(2) After incorporation, if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect directors and complete the organization of the corporation or to elect a boa…
ORS 60.060 [Repealed by 1953 c.549 §138]
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[Repealed or reserved.]
ORS 60.061 Bylaws. (1) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation
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(2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation. [1987 c.52 §20]
ORS 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 defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may contain all provisions necessary for managing the corporation during the emergency, including
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(a) Procedures for calling a meeting of the board of directors; (b) Quorum requirements for the meeting; and (c) Designation of additional or substitute directors. (2) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency.…
ORS 60.070 [Repealed by 1953 c.549 §138]
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PURPOSES AND POWERS
ORS 60.074 Purposes; prohibition on illegal 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 the articles of incorporation. A person may not incorporate a corporation under this chapter for any illegal purpose or with an intent to fraudulently conceal any business activity from another person or a governmental agency
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(2) A business that is subject to regulation under another statute of the state may not be incorporated under this chapter if the business must be organized under the other statute. [1987 c.52 §22; 1989 c.1040 §8; 2017 c.705 §11]
ORS 60.077 General powers. (1) Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name
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(2) Unless its articles of incorporation provide otherwise, every corporation has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation, power to: (a) Sue and be sued and complain and defend i…
ORS 60.080 [Repealed by 1953 c.549 §138]
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[Repealed or reserved.]
ORS 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
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(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and (b) Relocate the principal office, designate alternative principal offices or regional offices or authorize the officers to do so. (2) During an emergency defined in subs…
ORS 60.084 Challenges to 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 lacks or lacked power to act
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(2) A corporation’s power to act may be challenged: (a) In a proceeding by a shareholder against the corporation to enjoin the act; (b) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee or other legal representative against an incumbent or…
ORS 60.090 [Repealed by 1953 c.549 §138]
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NAME
ORS 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 those words
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(2) A corporate name shall not contain the word “cooperative.” (3) A corporate name shall be written in the alphabet used to write the English language and may include Arabic and Roman numerals and incidental punctuation. (4) A corporate name shall be distinguishable upon the rec…
ORS 60.097 Reserved name. (1) A person may apply to the Secretary of State to reserve a corporate name. The application must set forth the name and address of the applicant and the name the applicant intends to reserve
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(2) If the Secretary of State finds that the corporate name applied for conforms to ORS 60.094, the Secretary of State shall reserve the name for the applicant for a 120-day period. (3) A person may transfer the reservation of a corporate name to another person by delivering to t…
ORS 60.100 [Amended by 1953 c.549 §138; renumbered 57.815]
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[Repealed or reserved.]
ORS 60.101 Registered name. (1) A foreign corporation may apply to the office to register its corporate name
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(2) The application must set forth the corporate name, the state or country of its incorporation, the date of its incorporation and a brief description of the nature of the business in which it is engaged and a statement that it is not carrying on or doing business in the State o…
ORS 60.110 [Repealed by 1953 c.549 §138]
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OFFICE AND AGENT
ORS 60.111 Registered office and registered agent. (1) A corporation shall continuously maintain in this state a registered agent and registered office that may be, but need not be, the same as any of the corporation’s places of business. The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office
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(2) A registered agent must be: (a) An individual who resides in this state and whose business office is identical to the registered office; (b) A domestic corporation, domestic limited liability company, domestic professional corporation or domestic nonprofit corporation, the bu…
ORS 60.114 Change of registered office or registered agent. (1) A corporation may change the corporation’s registered office or registered agent by delivering to the Secretary of State for filing a statement of change that
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(a) Lists the name of the corporation; (b) Specifies the address, including the street name and number, of the new registered office, if the corporation intends to change the registered office; (c) Specifies the name of the new registered agent and states that the new agent has c…
ORS 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 of the statement to the corporation. The statement may include a statement that the registered office is also discontinued
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(2) Upon delivery of the signed statement, the Secretary of State shall file the resignation statement. The copy of the statement given to the corporation under subsection (1) of this section shall be addressed to the corporation at the corporation’s mailing address or the corpor…
ORS 60.120 [Repealed by 1953 c.549 §138]
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[Repealed or reserved.]
ORS 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 by law to be served upon the corporation may be served
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(2) The Secretary of State shall be an agent of a corporation including a dissolved corporation upon whom any such process, notice or demand may be served whenever the corporation fails to appoint or maintain a registered agent in this state or whenever the corporation’s register…
ORS 60.130 [Repealed by 1953 c.549 §138]
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SHARES AND DISTRIBUTIONS (Shares)
ORS 60.131 Authorized shares. (1)(a) Articles of incorporation must prescribe the classes of shares and the number of shares of each class that a corporation may issue
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(b) A corporation may not issue a document that entitles an unidentified individual or entity that possesses the document to a share in the corporation. (c) If the corporation may issue more than one class of shares, the articles of incorporation must prescribe a distinguishing d…
ORS 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 to the requirements of ORS 60.131, of any class of shares before the issuance of any shares of that class or one or more series within a class before the issuance of any shares of that series
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(2) Each series of a class must be given a distinguishing designation. (3) All shares of a series must have preferences, limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the …
ORS 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 outstanding shares until they are reacquired, redeemed, converted or canceled
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(2) The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of subsection (3) of this section and ORS 60.177 and 60.181. (3) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting…
ORS 60.140 [Repealed by 1953 c.549 §138]
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[Repealed or reserved.]
ORS 60.141 Fractional shares. (1) A corporation may
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(a) Issue fractions of a share or pay in money the value of fractions of a share; (b) Arrange for disposition of fractional shares by the shareholders; and (c) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to …
ORS 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 all the subscribers agree to revocation
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(2) The board of directors may determine the payment term of subscriptions for shares that were entered into before incorporation unless the subscription agreement specifies the payment term. A call for payment by the board of directors must be uniform so far as practicable as to…