Chapter 60 — Chapter 60

ORS 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 form of a copy of the statement to the foreign corporation. The statement of resignation may include a statement that the registered office is also discontinued

0.8K chars

ORS 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 any process, notice or demand required or permitted by law to be served upon the corporation may be served

2.3K chars

ORS 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 withdrawal. The application shall set forth

1.1K chars

ORS 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 if

1.3K chars

ORS 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 transact business in this state, the Secretary of State shall give the foreign corporation written notice of the determination

1.0K chars

ORS 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 of its authority to transact business in this state pursuant to the provisions of ORS chapter 183. [1987 c.52 §168]

0.0K chars

ORS 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 from the date of revocation. The application shall

0.8K chars

ORS 60.750 Definitions for ORS 60.750 to 60.770. As used in ORS 60.750 to 60.770

2.1K chars

ORS 60.752 Application of benefit company laws. (1) Except as otherwise provided in ORS 60.750 to 60.770, ORS 60.750 to 60.770 apply to

1.3K chars

ORS 60.754 Status as benefit company; election to become benefit company; election to become other entity; votes required. (1)(a) Notwithstanding ORS 60.074 (2), a corporation incorporated under ORS chapter 60 is a benefit company under ORS 60.750 to 60.770 if the corporation’s articles of incorporation state that the corporation is a benefit company subject to ORS 60.750 to 60.770

3.6K chars

ORS 60.756 Minimum status vote required to approve certain actions; voting requirements. (1) Except as provided in subsections (2) and (3) of this section, an approval of an action described in ORS 60.754 (2) to (6) is effective only if, in addition to any other applicable requirements, a majority of the interests that are entitled to vote on the action are voted to approve the action

1.0K chars

ORS 60.758 Benefit company purposes and powers. (1) In addition to any purpose set forth in or adopted in accordance with ORS 60.047 (2)(c)(A), 60.074, 63.047 or 63.074, a benefit company has the purpose of providing a general public benefit

1.2K chars

ORS 60.760 Duties of, standard of conduct for and liabilities of governor of benefit company. (1) A governor of a benefit company shall act in the best interests of the benefit company and shall discharge the governor’s duties as provided for a director of a corporation in ORS 60.357, or as provided for a member or manager of a limited liability company under ORS 63.155, as appropriate for the benefit company’s form of organization. In determining the best interests of the benefit company, the governor shall consider how an action of the governor or of the benefit company, or a decision not to act, will affect

2.8K chars

ORS 60.762 Benefit company board of governors; benefit governor; duties, powers and liabilities. (1)(a) A benefit company must have a board of governors and may designate at least one member of the board as a benefit governor. A benefit governor, in addition to the powers, duties, rights, privileges and immunities that other governors of the benefit company have, has the powers, duties, rights, privileges and immunities set forth in this section

1.3K chars

ORS 60.764 Duties of, standard of conduct for and liabilities of officers and managers of benefit company. (1) A member that has management duties with respect to a benefit company, or an officer or a manager of a benefit company, shall act in the best interests of the benefit company and shall discharge the member’s, officer’s or manager’s duties as provided in ORS 60.374 and 60.377 or in ORS 63.155, as appropriate for the benefit company’s form of organization. In addition, the member, officer or manager shall consider the effects of an action of the member, officer or manager or of the benefit company, or of a decision not to act

1.7K chars

ORS 60.766 Proceedings against benefit company; when allowed; who may commence. (1) Except as provided in subsection (2) of this section, a person may not commence a proceeding against a benefit company, or against the governors, members, officers or managers of a benefit company, to assert a claim that the benefit company, governors, members, officers or managers

1.2K chars

ORS 60.768 Benefit report; contents required; delivery and posting. (1) A benefit company each year shall prepare a benefit report

2.2K chars

ORS 60.770 Assessment of public benefit. The benefit company shall assess the extent to which the benefit company provides a general public benefit and any specific public benefit identified in the benefit company’s articles of incorporation or articles of organization against a third-party standard. [2013 c.269 §11]

0.1K chars

ORS 60.771 Corporate records. (1) A corporation shall keep as permanent records minutes of all meetings of the corporation’s shareholders and board of directors, a record of all actions that the shareholders or board of directors takes without a meeting and a record of all actions that a committee of the board of directors takes in place of the board of directors on behalf of the corporation

1.7K chars

ORS 60.774 Inspection of records by shareholders. (1) Subject to ORS 60.777 (3), a shareholder of a corporation may inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in ORS 60.771 (5) if the shareholder gives the corporation a signed written notice of the shareholder’s demand at least five business days before the date on which the shareholder wishes to inspect and copy the records

2.1K chars

ORS 60.777 Scope of inspection right. (1) A shareholder’s agent or attorney has the same inspection and copying rights as the shareholder

0.7K chars

ORS 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 to be available for inspection, the circuit court of the county where the 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, may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the shareholder

1.5K chars

ORS 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 the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting. [1987 c.52 §173]

0.0K chars

ORS 60.787 Annual report; updates; rules. (1) A domestic corporation, and a foreign corporation authorized to transact business in this state, shall by the corporation’s anniversary deliver to the office of the Secretary of State for filing an annual report that sets forth

2.4K chars

ORS 60.801 Definitions for ORS 60.801 to 60.816. As used in ORS 60.801 to 60.816

10.0K chars

ORS 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 to 60.816 do not apply to acquisitions of its voting shares. After a corporation’s articles of incorporation or bylaws are amended to provide that ORS 60.801 to 60.816 do not apply to acquisitions of its voting shares, any voting shares that were control shares prior to the amendment shall cease to be considered control shares

1.0K chars

ORS 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 the restoration of the voting rights associated with the shares before the control share acquisition is approved by the shareholders of the issuing public corporation

0.5K chars

ORS 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 to the issuing public corporation at the issuing public corporation’s principal office. The acquiring person statement shall set forth all of the following

4.6K chars

ORS 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 a control share acquisition are accorded voting rights and the acquiring person or acquiring group owns, or has the power to direct the voting of, other than solely through the holding of immediately revocable proxies, voting shares with a majority or more of the total voting power of all voting shares, any holder of voting shares of the issuing public corporation who does not vote in favor of the restoration of voting rights shall be entitled to dissent from such restoration and obtain the fair value of the holder’s shares. ORS 60.551 and 60.557 to 60.594 shall apply to dissenters’ rights created under this section, except that for purposes of this section, fair value may not be a value less than the highest price paid per share by the acquiring person or acquiring group in the control share acquisition. ORS 60.554 shall not apply to dissenters’ rights created under this section. [1989 c.4 §5]

0.0K chars

ORS 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]

0.1K chars

ORS 60.825 Definitions for ORS 60.825 to 60.845. As used in ORS 60.825 to 60.845

8.2K chars

ORS 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

1.9K chars

ORS 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 years following the date that the shareholder became an interested shareholder, unless

1.2K chars

ORS 60.840 Exceptions to ORS 60.835. (1) ORS 60.835 shall not apply if

2.7K chars

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 any vote of shareholders required by ORS 60.825 to 60.845. [1991 c.40 §6]

0.0K chars

ORS 60.951 Short title. This chapter shall be known and may be cited as the “Oregon Business Corporation Act.” [1987 c.52 §1]

0.0K chars

ORS 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 are regularly traded in a market maintained by one or more members of a national or affiliated securities association, the circuit court may order one or more of the remedies listed in subsection (2) of this section if it is established that

10.4K chars

ORS 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 governed by the amendment or repeal. [1987 c.52 §2]

0.0K chars

ORS 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 incorporation of corporations for profit if power to amend or repeal the statute under which the corporation was incorporated was reserved. [1987 c.52 §176]

0.0K chars

ORS 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 for new authority to transact business under this chapter. [1987 c.52 §177]

0.0K chars

ORS 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

1.9K chars

ORS 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 at any time after June 15, 1987, while the corporation exists for the purpose of carrying on the enterprise, business, pursuit or occupation for which they were specially incorporated. The filing of the articles of incorporation shall be deemed a surrender of the special incorporation, but not of any vested right thereunder, and thereafter the corporation shall have the powers and privileges, and be subject to the liabilities and limitations provided by this chapter and not otherwise. [1987 c.52 §179; 1989 c.1040 §35]

0.0K chars

ORS 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 does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. [1987 c.52 §180]

0.0K chars

ORS 60.990 [(Enacted in 1903) repealed by 1953 c.549 §138; 60.990 (enacted by 1987 c.52 §175) renumbered 60.992 in 1993]

0.0K chars

ORS 60.992 Penalty for signing false document. (1) A person commits the crime of signing a false document for filing if the person

0.3K chars

ORS 60.994 Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action. (1) An officer, director, employee or agent of a shell entity is liable for damages to a person that suffers an ascertainable loss of money or property as a result of the officer, director, employee or agent

1.3K chars