Title 7, Corporations and Partnerships

(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 includes, if reasonable, the right to receive copies made by photographic, xerographic or other means. (3) The corporation may impos…

(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…

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 bef…

(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: (a) The name of the corporation and the state o…

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 or understanding for the purpose of voting or acquiring voting shares of an issuing public corporation, but does not include two or more person…

(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 a…

(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 shar…

(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 se…

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 ha…

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. BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS

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, or is under common control with, another person. (2) “Associate,” when used to indicate a relationship with any person, mea…

(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 the person or any of the person’s affiliates or associates, directly or indirectly, have the power to vote or dispose of, including voting or dispositive…

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) Prior to that date the…

(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 60.825 to 60.845; (b) The corporation, by action of its board of directors, adopts an amendment to its bylaws within 90 day…

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] MISCELLANEOUS

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

(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 o…

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]

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 incorpora…

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]

(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) The operation of the statute or any action taken under the statute before the repeal; (b) Any ratification, right, remedy, privilege, obligation or…

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 enter…

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 applic…

(1) A person commits the crime of signing a false document for filing if the person: (a) Knows the document is false in any material respect; and (b) Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this cha…

(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: (a) Making, issuing, delivering or publishing, or participating in maki…