Chapter 60 — Chapter 60
246 sections in this chapter.
ORS 60.478 Effect of conversion; assumed business name. (1) When a conversion to or from a corporation pursuant to ORS 60.472 takes effect
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(a) The business entity continues its existence despite the conversion; (b) Title to all real estate and other property owned by the converting business entity is vested in the converted business entity without reversion or impairment; (c) All obligations of the converting busine…
ORS 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 other business entity that is a party to the merger, a plan of merger is approved by each business entity that is a party to the merger and articles of merger are filed. A corporation organized under this chapter may be merged into a business entity organized under the laws of this state or under the laws of another jurisdiction, other than a foreign corporation, if
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(A) The merger is permitted by the laws of this state or by the laws of the other jurisdiction that govern the other business entity; (B) A plan of merger is approved by each business entity that is a party to the merger; (C) Articles of merger are filed in this state; and (D) Th…
ORS 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 of each corporation adopts a plan of exchange and, if required by ORS 60.487, the shareholders of each corporation approve the exchange
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(2) The plan of exchange must set forth: (a) The name of the corporation whose shares will be acquired and the name of the acquiring corporation; (b) A summary of the material terms and conditions of the exchange; and (c) The manner and basis of exchanging the shares to be acquir…
ORS 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 directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger, except as provided in subsection (7) of this section, or share exchange for approval by its shareholders
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(2) For a plan of merger or share exchange to be approved: (a) The board of directors shall direct by resolution that the plan of merger or share exchange be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting; and (b) The sharehol…
ORS 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 the parent, or may merge the parent into the subsidiary, without approval of the shareholders of the parent or subsidiary
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(2) If the parent will be the surviving corporation: (a) The board of directors of the parent shall adopt a plan of merger that sets forth: (A) The names of the parent and subsidiary; and (B) The manner and basis of converting the shares of the subsidiary into shares, obligations…
ORS 60.494 Articles and plan of merger or share exchange. (1) After the owners of each business entity approve a plan of merger or share exchange, or a board of directors adopts the plan of merger or share exchange if shareholder approval is not required, the surviving or acquiring business entity shall deliver to the office of the Secretary of State for filing
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(a) Articles of merger or articles of share exchange that set forth: (A) The name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger; or (B) The name of the corporation that intends to acquire shares in…
ORS 60.497 Effect of merger or share exchange. (1) When a merger involving a corporation takes effect
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(a) Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every other party ceases; (b) Title to all real estate and other property owned by each of the business entities that were parties to the merger …
ORS 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
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(a) In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complied with that law in effecting the merger; (b) In a share exchange, the corporation whose shares will be acquired…
ORS 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
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(a) Sell, lease, exchange or otherwise dispose of all or substantially all of its property in the usual and regular course of business; (b) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its prope…
ORS 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 in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation’s board of directors, if the board of directors proposes and its shareholders approve the proposed transaction
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(2) For a transaction to be authorized: (a) The board of directors shall adopt a resolution directing that such sale, lease, exchange or other disposition be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting; and (b) The sharehol…
ORS 60.551 Definitions for ORS 60.551 to 60.594. As used in ORS 60.551 to 60.594
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(1) “Beneficial shareholder” means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder. (2) “Corporation” means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corp…
ORS 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 shares in the event of, any of the following corporate acts
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(a) Consummation of a plan of merger to which the corporation is a party if shareholder approval is required for the merger by ORS 60.487 or the articles of incorporation and the shareholder is entitled to vote on the merger or if the corporation is a subsidiary that is merged wi…
ORS 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 with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf the shareholder asserts dissenters’ rights. The rights of a partial dissenter under this subsection are determined as if the shares regarding which the shareholder dissents and the shareholder’s other shares were registered in the names of different shareholders
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(2) A beneficial shareholder may assert dissenters’ rights as to shares held on the beneficial shareholder’s behalf only if: (a) The beneficial shareholder submits to the corporation the record shareholder’s written consent to the dissent not later than the time the beneficial sh…
ORS 60.561 Notice of dissenters’ rights. (1) If a proposed corporate action that creates dissenters’ rights under ORS 60.554 is submitted to a vote at a shareholders’ meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters’ rights under ORS 60.551 to 60.594 and a copy of ORS 60.551 to 60.594 must accompany the notice
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(2) If a corporate action that creates dissenters’ rights under ORS 60.554 is taken without approval of the shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters’ rights that the action was taken and send the shareholders entitled to…
ORS 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 assert dissenters’ rights shall deliver to the corporation before the vote is taken written notice of the shareholder’s intent to demand payment for the shareholder’s shares if the proposed action is effectuated and shall not vote such shares in favor of the proposed action
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(2) A shareholder who does not satisfy the requirements of subsection (1) of this section is not entitled to payment for the shareholder’s shares under this chapter. [1987 c.52 §128]
ORS 60.567 Dissenters’ notice. (1) If a proposed corporate action that creates dissenters’ rights under ORS 60.554 is authorized at a shareholders’ meeting, the corporation shall deliver a written dissenters’ notice to all shareholders who satisfied the requirements of ORS 60.564. If a proposed corporate action that creates dissenters’ rights under ORS 60.554 is authorized by written consent without a meeting in accordance with ORS 60.211 (1)(b), the corporation shall deliver a written dissenters’ notice to all shareholders who are entitled to assert dissenters’ rights
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(2) The dissenters’ notice must be sent no later than 10 days after the corporate action was taken, and must: (a) State where the payment demand must be sent and where and when certificates for certificated shares must be deposited. (b) Inform holders of uncertificated shares to …
ORS 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 the date required to be set forth in the dissenters’ notice pursuant to ORS 60.567 (2)(c), and deposit the shareholder’s certificates in accordance with the terms of the notice
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(2) The shareholder who demands payment and deposits the shareholder’s shares under subsection (1) of this section retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action. (3) A shareholder who does not …
ORS 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 is taken or the restrictions released under ORS 60.581
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(2) The person for whom dissenters’ rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action. [1987 c.52 §131]
ORS 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 shall pay each dissenter who complied with ORS 60.571, the amount the corporation estimates to be the fair value of the shareholder’s shares, plus accrued interest
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(2) The payment must be accompanied by: (a) The corporation’s balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year and the latest available interim financial statements, if any; (b) A statement o…
ORS 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 corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares
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(2) If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters’ notice under ORS 60.567 and repeat the payment demand procedure. [1987 c.52 §133]
ORS 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 before the date set forth in the dissenters’ notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action
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(2) To the extent the corporation elects to withhold payment under subsection (1) of this section, after taking the proposed corporate action, it shall estimate the fair value of the shares plus accrued interest and shall pay this amount to each dissenter who agrees to accept it …
ORS 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 interest due, and demand payment of the dissenter’s estimate, less any payment under ORS 60.577 or reject the corporation’s offer under ORS 60.584 and demand payment of the dissenter’s estimate of the fair value of the dissenter’s shares and interest due, if
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(a) The dissenter believes that the amount paid under ORS 60.577 or offered under ORS 60.584 is less than the fair value of the dissenter’s shares or that the interest due is incorrectly calculated; (b) The corporation fails to make payment under ORS 60.577 within 60 days after t…
ORS 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 under ORS 60.587 and petition the court under subsection (2) of this section to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded
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(2) The corporation shall commence the proceeding in 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 the corporation’s registered office is located. If the corporation is a foreign corporati…
ORS 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 appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under ORS 60.587
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(2) The court may also assess the fees and expenses of counsel and experts of the respective parties in amounts the court finds equitable: (a) Against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the re…
ORS 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 corporation by delivering articles of dissolution to the office for filing
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(2) Articles of dissolution shall set forth: (a) The name of the corporation; (b) The date of its incorporation; (c) That none of the corporation’s shares has been issued and that the corporation has not commenced business; (d) That no debt of the corporation remains unpaid; and …
ORS 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]
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[Repealed or reserved.]
ORS 60.627 Dissolution by board of directors and shareholders. (1) A corporation’s board of directors may propose dissolution for submission to the shareholders
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(2) For a proposal to dissolve to be adopted: (a) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates t…
ORS 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
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(a) The name of the corporation; (b) The date dissolution was authorized; (c) If dissolution was approved by the shareholders: (A) The number of votes entitled to be cast on the proposal to dissolve; and (B) The total number of votes cast for and against dissolution and a stateme…
ORS 60.634 Revocation of dissolution. (1) A corporation may revoke its dissolution within 120 days of its effective date
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(2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization of dissolution permits revocation by action by the board of directors alone. If the authorization of dissolution permits revocation by action of the boa…
ORS 60.637 Effect of dissolution. (1) A dissolved corporation continues the corporation’s corporate existence but may not carry on any business except that appropriate to wind up and liquidate the corporation’s business and affairs, including
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(a) Collecting the corporation’s assets; (b) Disposing of the corporation’s properties that will not be distributed in kind to the corporation’s shareholders; (c) Discharging or making provision for discharging the corporation’s liabilities; (d) Distributing the corporation’s rem…
ORS 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
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(2) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (a) Describe information that must be included in a claim; (b) Provide a mailing address where a claim may be sent; (c) Stat…
ORS 60.644 Unknown claims against dissolved corporation; use of insurance assets of dissolved corporation. (1) A dissolved corporation may publish notice of the corporation’s dissolution and request that persons with claims against the corporation present the claims in accordance with the notice
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(2) The notice must: (a) Be published one time in a newspaper of general circulation in the county where the dissolved corporation’s principal office is located, or if the principal office is not in this state, where the dissolved corporation’s registered office is or was last lo…
ORS 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
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(1) Against the dissolved corporation to the extent of the dissolved corporation’s undistributed assets, including, without limitation, any insurance assets held by or for the benefit of the dissolved corporation that are available to satisfy the claim; or (2) If the assets have …
ORS 60.647 Grounds for administrative dissolution. The Secretary of State may commence a proceeding under ORS 60.651 to administratively dissolve a corporation if
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(1) The corporation does not pay when due any fees imposed by this chapter; (2) The corporation does not deliver the corporation’s annual report to the Secretary of State when due; (3) The corporation fails to comply with an order from the Secretary of State under ORS 60.032 (1) …
ORS 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 give the corporation written notice of the determination
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(2) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State, within 45 days after notice is given, that each of the grounds that the Secretary of State has determined to be a ground for the dissolutio…
ORS 60.654 Reinstatement following administrative dissolution. (1) A corporation that the Secretary of State administratively dissolved under ORS 60.651 may apply to the Secretary of State for reinstatement within five years from the date of dissolution. The application must
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(a) State the name of the corporation and the effective date of the corporation’s administrative dissolution; and (b) State that the ground or grounds for dissolution either did not exist or have been eliminated. (2) If the Secretary of State determines that the application conta…
ORS 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 corporation that explains the reason or reasons for denial
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(2) The corporation may appeal the denial of reinstatement pursuant to the provisions of ORS chapter 183. [1987 c.52 §149] (Judicial Dissolution)
ORS 60.661 Grounds for judicial dissolution; finding that corporation is shell entity; prima facie showing by Attorney General; effects; affirmative defenses. (1) A circuit court may dissolve a corporation
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(a) In a proceeding by the Attorney General if the court finds that: (A) The corporation filed articles of incorporation with fraudulent intent, with fraudulent information or in a manner that otherwise indicates fraud; (B) The corporation has continued to exceed or abuse the aut…
ORS 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 party named in ORS 60.661 or 60.952 lies in the county where a corporation’s principal office is located or, if the principal office is not in this state, where its registered office is or was last located
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(2) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (3) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite wit…
ORS 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 appoint one or more receivers to wind up and liquidate the business and affairs of the corporation or one or more custodians to manage the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all its property wherever located
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(2) The court may appoint an individual or a domestic or foreign corporation, authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (3) The…
ORS 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 may enter a judgment dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the judgment to the office for filing. The Secretary of State shall file the certified copy of the judgment
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(2) After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the corporation’s business and affairs in accordance with ORS 60.637 and the notification of claimants in accordance with ORS 60.641 and 60.644. [1987 c.52 §153; 2001 c.315 §6…
ORS 60.674 Asset distribution; deposit with State Treasurer; 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 to cash and, within one year after the final distribution in such liquidation or winding up is payable, deposited with the State Treasurer. The receiver or other liquidating agent shall prepare in duplicate and under oath a statement containing the names and last-known addresses of the persons entitled to such funds. One of the statements shall be filed with the State Treasurer with the cash and another shall be delivered to the office for filing. The person entitled to the distribution may file a claim with the State Treasurer in the manner provided by ORS 98.392 and 98.396. [1987 c.52 §154; 1993 c.694 §34; 2019 c.678 §47]
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FOREIGN CORPORATIONS (Authority to Transact Business)
ORS 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
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(2) The following activities among others, do not constitute transacting business within the meaning of subsection (1) of this section: (a) Maintaining, defending or settling any proceeding. (b) Holding meetings of the board of directors or shareholders or carrying on other activ…
ORS 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 this state until it obtains authorization from the Secretary of State to transact business in this state
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(2) The successor to a foreign corporation that transacted business in this state without authority to transact business in this state and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in th…
ORS 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 of the Secretary of State for filing. The application must set forth
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(a) The name of the foreign corporation or, if the name the foreign corporation uses is unavailable for filing in this state, another corporate name that satisfies the requirements of ORS 60.717; (b) The name of the state or country under whose law the foreign corporation is inco…
ORS 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 state to the office for filing if it changes
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(a) Its corporate name as shown on the records of the office; or (b) The period of its duration. (2) The amendment to the application for authority to transact business in this state shall set forth its corporate name shown on the records of the office and the new corporate name …
ORS 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 privileges as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties and liabilities now or later imposed on, a domestic corporation of like character
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(2) The filing by the Secretary of State of an application or amendment to the application for authority to transact business shall constitute authorization to transact business in this state, subject to the right of the Secretary of State to revoke the authorization. (3) This ch…
ORS 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 in this state if the corporate name of the corporation does not conform to ORS 60.094
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(2) The name of the corporation must contain a word or abbreviation required by ORS 60.094 (1) unless the corporate name contains some other word, phrase or abbreviation that the laws of the place of incorporation require to denote a person of limited liability. (3) If a corporat…
ORS 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
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(1) A registered office that may be, but need not be, the same as any of its places of business; and (2) A registered agent who may be: (a) An individual who resides in this state and whose business office is identical to the registered office; (b) A domestic corporation, domesti…
ORS 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 the foreign 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 foreign corporation; (b) Specifies the street 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 a statement that…