Title 7, Corporations and Partnerships

As used in this chapter: (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 applicati…

(1)(a) For the Secretary of State to file a document under this chapter, the document must: (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 doc…

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 und…

(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 o…

(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. (2) A domestic or foreign corporation …

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]

(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. (2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and th…

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…

(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. (2) The provisions of O…

(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. (2) A certificate of existence or authorization when issued means that: (a) The domestic corporation’s corp…

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]

(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: (A) Prepare and submit to the Secretary of State within 3…

(1) Notice under this chapter must be written unless oral notice is reasonable in the circumstances in which the notice is given. (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 del…

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]

(1) Articles of incorporation must set forth: (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, …

(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed by the Secretary of State. (2) The Secretary of State’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all c…

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]

(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 …

(1) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (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 …

(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,…

(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 i…

(1) Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name. (2) Unless its articles of incorporation provide otherwise, every corporation has the same powers as an individual to do all things necessary…

(1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may: (a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and (b) Relocate the principal office, d…

(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. (2) A corporation’s power to act may be challenged: (a) In a proceeding by a shareholder against the c…

(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. (2) A corporate name shall not contain the word “cooperative.” (3) A corporate name shall be written in the alphabet…

(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. (2) If the Secretary of State finds that the corporate name applied for conforms to OR…

(1) A foreign corporation may apply to the office to register its corporate name. (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 e…

(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 pers…

(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: (a) Lists the name of the corporation; (b) Specifies the address, including the street name and number, of the new r…

(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. (2) Upon delivery of the…

(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. (2) The Secretary of State shall be an agent of a corporation including a…

(1)(a) Articles of incorporation must prescribe the classes of shares and the number of shares of each class that a corporation may issue. (b) A corporation may not issue a document that entitles an unidentified individual or entity that possesses the document to a share in the c…

(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 m…

(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. (2) The reacquisition, redemption or conversion of outst…

(1) A corporation may: (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 surren…

(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. (2) The board of directors may determine the payment term of subscriptio…

(1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (2) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to th…

(1) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement. (2) A shareholder of a c…

(1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend. (2) Shar…

(1) A corporation may issue rights, options or warrants for purchasing shares of the corporation. The board of directors shall determine the terms upon which the corporation issues the rights, options or warrants. The board shall also determine the form and content of the rights,…

(1) Shares may be but are not required to be represented by certificates. Unless this chapter or another statute expressly provides otherwise, shareholder rights and obligations are identical whether or not shares are represented by certificates. (2) At a minimum, each share cert…

(1) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represe…

(1) The articles of incorporation, bylaws, agreements among shareholders or agreements between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the…

A corporation may pay the expenses of selling or underwriting its shares and organizing or reorganizing the corporation from the consideration received for shares. [1987 c.52 §45] (Subsequent Acquisition of Shares by Shareholders and Corporation)

(1) Except to the extent limited or denied by this section or by the articles of incorporation, the shareholders of a corporation incorporated prior to June 15, 1987, shall have preemptive rights as defined in this section. By articles of amendment or restated articles filed afte…

(1) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares. (2) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon…

(1) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (3) of this section. (2) If the board of directors does not fix the record date for deter…

(1) Except as provided in subsection (4) of this section, a corporation shall hold an annual meeting of the shareholders at a time stated in or fixed in accordance with the bylaws. (2) An annual shareholders’ meeting may be held in or out of this state at the place stated in or f…

(1) A corporation shall hold a special meeting of shareholders: (a) On call of the board of directors of the corporation or of a person that the articles of incorporation or bylaws authorize to call the meeting; or (b) Except as provided in this paragraph and in subsection (2) of…

(1) 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 registered office of the corporation is or was last located, may summarily order a meeting to be held: (a) On application of any shar…