Title 7, Corporations and Partnerships

(1) A benefit company each year shall prepare a benefit report. (2)(a) The benefit report shall give a narrative description of: (A) The extent to which the benefit company provided a general public benefit and the actions and methods the benefit company used to provide the gener…

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] No…

(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 boar…

(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 not…

(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…

This chapter shall be known and may be cited as the “Oregon Cooperative Corporation Act.” [1957 c.716 §1]

As used in this chapter, unless the context requires otherwise: (1) “Anniversary” means the day each year exactly one or more years after: (a) The date on which the Secretary of State files the articles of incorporation for a cooperative. (b) The date on which the Secretary of St…

(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 62.040, a document accepted for filing is effective on the date it is filed by the Secretary of State and at the time, if any, specified in the document as its effective time or at 12:01 a.m. on that date if no effe…

(1) A cooperative 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 executed, attested, sealed, verified or acknowledged. (2) A cooperative shall correct a document by delivering…

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.94 §70; 1995 c.215 §9]

(1) If a document delivered to the Office of Secretary of State for filing satisfies the requirements of ORS 62.025, 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 the da…

If the Secretary of State refuses to file a document delivered to the Office of Secretary of State for filing, the cooperative, in addition to any other legal remedy that may be available, shall have the right to appeal from such order pursuant to the provisions of ORS 183.480. […

(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 of Secretary of State. …

(1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a cooperative. (2) A certificate of existence when issued means that: (a) The cooperative’s corporate name is registered in this state; (b) The cooperative is duly incorporated under the law …

Cooperatives may be organized under this chapter for any lawful purpose or purposes, except for the purpose of banking or insurance. [1957 c.716 §3]

Each cooperative shall have power: (1) To have perpetual succession unless a limited period of duration is stated in its articles. (2) To sue and be sued, complain and defend, in its corporate name. (3) To have a corporate seal which may be altered at pleasure, and to use the sea…

(1) A person may apply to the Office of Secretary of State to reserve a corporate name. The application must set forth the name and address of the applicant and the name proposed to be reserved. (2) If the Secretary of State finds that the corporate name applied for conforms to O…

(1) The name of a cooperative shall be written in the English language and may include Arabic and Roman numerals and incidental punctuation. (2) The name of a cooperative shall be distinguishable upon the records of the Office of Secretary of State from any other corporate name, …

The initial bylaws of a cooperative shall be adopted by its board of directors. Power to alter, amend or repeal the bylaws or adopt new bylaws is vested in the members of the cooperative. Bylaws may contain any provisions for the regulation and management of the affairs of the co…

(1) Membership in a cooperative is conditioned on ownership of a share of membership stock or payment of a membership fee as set forth in the articles. If the articles so provide, the bylaws may authorize a procedure by which the membership fee initially stated in the articles pu…

(1) A cooperative shall have and continuously maintain in this state: (a) A registered office that may be, but need not be, the same as the cooperative’s place of business. The registered office must be located at a physical street address where process may be personally served o…

No act and no transfer of property to or by a cooperative is invalid because in excess of the cooperative’s power to do such act or make or receive such transfer, except that such lack of power may be asserted in a proceeding by: (1) A member, shareholder or director against the …

(1) Any cooperative, including a cooperative which requires a membership fee rather than the holding of membership stock as a prerequisite of membership, has power to issue the number of shares of capital stock stated in its articles. Such shares may be divided into more than one…

Each certificate of stock of a cooperative shall bear the manual or facsimile signature of a principal officer and shall include the following information: (1) The name of the cooperative, number and class of the shares represented by the certificate, the par value of each share …