State Laws /
Oregon /
Oregon Revised Statutes Chapter 60
Oregon Revised Statutes Chapter 60
445 sections · Oregon
- § 60.001 — Definitions
- § 60.007 — Filing, service,
- § 60.011 — Effective time and
- § 60.014 — Correcting filed
- § 60.017 — Filing duty of
- § 60.021 — Appeal from Secretary
- § 60.024 — Evidentiary effect of
- § 60.027 — Certificate of
- § 60.032 — Investigations of
- § 60.047 — Articles of
- § 60.054 — Liability for
- § 60.057 — Organization of
- § 60.064 — Emergency bylaws
- § 60.074 — Purposes; prohibition
- § 60.084 — Challenges to validity
- § 60.101 — Registered name
- § 60.111 — Registered office and
- § 60.114 — Change of registered
- § 60.117 — Resignation of
- § 60.121 — Service on corporation
- § 60.134 — Terms of class or
- § 60.137 — Issued and outstanding
- § 60.141 — Fractional shares
- § 60.144 — Subscription for
- § 60.151 — Liability of
- § 60.157 — Share rights, options,
- § 60.161 — Form and content of
- § 60.164 — Shares without
- § 60.167 — Restriction on
- § 60.171 — Expense of issue
- § 60.174 — Preemptive rights of
- § 60.177 — Corporations
- § 60.181 — Distributions to
- § 60.207 — Court-ordered meeting
- § 60.209 — Meeting chairperson;
- § 60.211 — Action without meeting
- § 60.219 — Adjournment of meeting
- § 60.222 — Participation at
- § 60.223 — Meeting inspectors;
- § 60.224 — Shareholders list for
- § 60.227 — Voting entitlement of
- § 60.234 — Shares held by
- § 60.237 — Corporations
- § 60.241 — Quorum and voting
- § 60.244 — Action by single and
- § 60.247 — Modification of quorum
- § 60.251 — Voting for directors
- § 60.257 — Voting agreements
- § 60.261 — Derivative proceedings
- § 60.265 — Validity of
- § 60.273 — Defective corporate
- § 60.276 — Ratification by board
- § 60.279 — Quorum; notice to
- § 60.282 — Notice of ratification
- § 60.285 — Corrected corporate
- § 60.288 — Articles of
- § 60.291 — Judicial review of
- § 60.301 — Requirement for and
- § 60.304 — Qualifications of
- § 60.307 — Number and election of
- § 60.311 — Election of directors
- § 60.314 — Terms of directors
- § 60.317 — Staggered terms for
- § 60.321 — Resignation of
- § 60.324 — Removal of directors
- § 60.327 — Removal of directors
- § 60.334 — Compensation of
- § 60.341 — Action without meeting
- § 60.354 — Committees; powers;
- § 60.357 — General standards for
- § 60.367 — Liability for unlawful
- § 60.377 — Standard of conduct
- § 60.381 — Resignation and
- § 60.384 — Contract right of
- § 60.391 — Authority to indemnify
- § 60.394 — Mandatory
- § 60.397 — Payment of directors
- § 60.401 — Court-ordered
- § 60.404 — Determination and
- § 60.407 — Indemnification of
- § 60.387 — to 60.411
- § 60.434 — Amendment by board of
- § 60.437 — Amendment by board of
- § 60.441 — Voting on amendments
- § 60.444 — Amendment before
- § 60.447 — Articles of amendment
- § 60.451 — Restated articles of
- § 60.454 — Amendment pursuant to
- § 60.457 — Effect of amendment
- § 60.461 — Amendment or repeal by
- § 60.464 — Bylaw increasing
- § 60.467 — Bylaw increasing
- § 60.474 — Action on plan of
- § 60.476 — Articles and plan of
- § 60.478 — Effect of conversion;
- § 60.487 — Action on plan of
- § 60.491 — Merger with subsidiary
- § 60.494 — Articles and plan of
- § 60.497 — Effect of merger or
- § 60.501 — Merger or share
- § 60.531 — Sale of assets in
- § 60.534 — Sale of assets other
- § 60.557 — Dissent by nominees
- § 60.561 — Notice of dissenters
- § 60.564 — Notice of intent to
- § 60.571 — Duty to demand payment
- § 60.581 — Failure to take action
- § 60.584 — After-acquired shares
- § 60.587 — Procedure if
- § 60.594 — Court costs and counsel
- § 60.621 — Dissolution by
- § 60.624 — Voluntary dissolution
- § 60.627 — Dissolution by board
- § 60.631 — Articles of
- § 60.634 — Revocation of
- § 60.637 — Effect of dissolution
- § 60.641 — Known claims against
- § 60.644 — Unknown claims against
- § 60.645 — Enforcement of claims
- § 60.647 — Grounds for
- § 60.651 — Procedure; effect of
- § 60.654 — Reinstatement
- § 60.657 — Appeal from denial of reinstatement
- § 60.661 — Grounds for judicial
- § 60.664 — Procedure for judicial
- § 60.667 — Receivership or
- § 60.671 — Judgment of
- § 60.674 — Asset distribution;
- § 60.701 — Authority to transact
- § 60.704 — Consequences of
- § 60.707 — Application for
- § 60.711 — Amendment to
- § 60.717 — Corporate name of
- § 60.721 — Registered office and
- § 60.724 — Change of registered
- § 60.727 — Resignation of
- § 60.731 — Service on foreign
- § 60.734 — Withdrawal of foreign
- § 60.737 — Grounds for revocation
- § 60.741 — Procedure for and
- § 60.744 — Appeal from revocation
- § 60.747 — Reinstatement of
- § 60.750 — Definitions for ORS 60.750
- § 60.752 — Application of benefit
- § 60.754 — Status as benefit
- § 60.756 — Minimum status vote
- § 60.758 — Benefit company
- § 60.760 — Duties of, standard of
- § 60.762 — Benefit company board
- § 60.764 — Duties of, standard of
- § 60.766 — Proceedings against
- § 60.768 — Benefit report;
- § 60.770 — Assessment of public
- § 60.774 — Inspection of records
- § 60.777 — Scope of inspection
- § 60.781 — Court-ordered
- § 60.784 — Reports to
- § 60.787 — Annual report;
- § 60.807 — Voting rights of
- § 60.810 — Acquiring person
- § 60.816 — Short title
- § 60.835 — Prohibited business
- § 60.835 — 60.845 Greater vote of
- § 60.952 — Court proceeding by
- § 60.954 — Reservation of power
- § 60.957 — Application to
- § 60.961 — Application to
- § 60.967 — Corporations
- § 60.992 — Penalty for signing
- § 60.994 — Liability for certain
- § 60.001 — Definitions
- § 60.004 — Filing
- § 60.007 — Filing,
- § 60.010 — [Repealed by 1953 c.549 §138]
- § 60.011 — Effective time and date of document
- § 60.273 — (3) and 60.285, a document accepted for filing is effective on the date
- § 60.014 — Correcting filed document
- § 60.016 — Forms;
- § 60.017 — Filing
- § 60.020 — [Repealed by 1953 c.549 §138]
- § 60.021 — Appeal
- § 60.024 — Evidentiary effect of copy of filed document
- § 60.027 — Certificate of existence or authorization
- § 60.030 — [Repealed by 1953 c.549 §138]
- § 60.031 — Powers
- § 60.032 — Investigations of violations of chapter; confidentiality; penalties;
- § 60.771 — (3); and
- § 60.034 — Notice
- § 60.771 — (5)(f); or
- § 60.040 — [Repealed by 1953 c.549 §138]
- § 60.044 — Incorporators
- § 60.047 — Articles of incorporation
- § 60.050 — [Repealed by 1953 c.549 §138]
- § 60.051 — Incorporation
- § 60.054 — Liability for preincorporation transactions
- § 60.057 — Organization of corporation
- § 60.060 — [Repealed by 1953 c.549 §138]
- § 60.061 — Bylaws
- § 60.064 — Emergency bylaws
- § 60.070 — [Repealed by 1953 c.549 §138]
- § 60.074 — Purposes; prohibition on illegal purposes
- § 60.077 — General
- § 60.080 — [Repealed by 1953 c.549 §138]
- § 60.081 — Emergency powers
- § 60.084 — Challenges to validity of corporate acts
- § 60.090 — [Repealed by 1953 c.549 §138]
- § 60.094 — Corporate name
- § 60.097 — Reserved name
- § 60.100 — [Amended by 1953 c.549 §138;
- § 60.101 — Registered name
- § 60.110 — [Repealed by 1953 c.549 §138]
- § 60.111 — Registered office and registered agent
- § 60.114 — Change
- § 60.117 — Resignation of registered agent
- § 60.120 — [Repealed by 1953 c.549 §138]
- § 60.121 — Service
- § 60.130 — [Repealed by 1953 c.549 §138]
- § 60.131 — Authorized shares
- § 60.134 — Terms
- § 60.137 — Issued
- § 60.140 — [Repealed by 1953 c.549 §138]
- § 60.141 — Fractional shares
- § 60.144 — Subscription for shares before incorporation
- § 60.147 — Issuance of shares
- § 60.150 — [Repealed by 1953 c.549 §138]
- § 60.151 — Liability of shareholders
- § 60.154 — Share
- § 60.157 — Share
- § 60.160 — [Repealed by 1953 c.549 §138]
- § 60.161 — Form
- § 60.164 — Shares
- § 60.167 — Restriction on transfer of shares and other securities
- § 60.170 — [Repealed by 1953 c.549 §138]
- § 60.171 — Expense
- § 60.174 — Preemptive rights of shareholders
- § 60.177 — Corporations acquisition of its own shares
- § 60.181 — Distributions to shareholders
- § 60.201 — Annual
- § 60.204 — Special
- § 60.214 — (3) may be conducted at a special shareholders meeting
- § 60.207 — Court-ordered meeting
- § 60.209 — Meeting
- § 60.210 — [Repealed by 1953 c.549 §138]
- § 60.211 — Action
- § 60.214 — Notice
- § 60.217 — Waiver
- § 60.219 — Adjournment of meeting
- § 60.220 — [Repealed by 1953 c.549 §138]
- § 60.221 — Record
- § 60.222 — Participation at meeting
- § 60.223 — Meeting
- § 60.224 — Shareholders list for meeting
- § 60.227 — Voting
- § 60.230 — [Repealed by 1953 c.549 §138]
- § 60.231 — Proxies
- § 60.234 — Shares
- § 60.237 — Corporations acceptance or rejection of votes, consents, waivers or proxy
- § 60.241 — Quorum
- § 60.244 — Action
- § 60.247 — Modification of quorum or voting requirements
- § 60.251 — Voting
- § 60.254 — Voting
- § 60.257 — Voting
- § 60.261 — Derivative proceedings
- § 60.265 — Validity of shareholder agreements inconsistent with chapter; purposes; notice
- § 60.270 — Definitions for ORS 60.270 to 60.291
- § 60.273 — Defective corporate action; ratification or validation; effective date
- § 60.276 — Ratification by board of directors; procedure; submission to shareholders
- § 60.273 — (2), a corporations board of directors may ratify a defective corporate
- § 60.279 — Quorum;
- § 60.282 — Notice
- § 60.034 — and, for any corporation that is subject to the reporting requirements
- § 60.285 — Corrected corporate action; validity; effective date
- § 60.270 — to 60.291 and a determination, finding, order or judgment in a
- § 60.288 — Articles of validation; filing with Secretary of State
- § 60.291 — Judicial review of corporate action; persons permitted to seek review
- § 60.301 — Requirement
- § 60.304 — Qualifications of directors
- § 60.307 — Number
- § 60.311 — Election of directors by certain classes of shareholders
- § 60.314 — Terms
- § 60.317 — Staggered terms for directors
- § 60.321 — Resignation of directors
- § 60.324 — Removal
- § 60.327 — Removal
- § 60.331 — Vacancy
- § 60.334 — Compensation of directors
- § 60.337 — Meetings
- § 60.341 — Action
- § 60.344 — Notice
- § 60.347 — Waiver
- § 60.351 — Quorum
- § 60.354 — Committees; powers; limitations
- § 60.351 — apply both to committees of the board and to members of the committees
- § 60.357 — General
- § 60.361 — Conflict of interest
- § 60.364 — Loans
- § 60.367 — Liability for unlawful distributions
- § 60.371 — Required officers
- § 60.374 — Duties
- § 60.377 — Standard of conduct for officers
- § 60.381 — Resignation and removal of officers
- § 60.384 — Contract right of officers
- § 60.387 — Definitions for ORS 60.387 to 60.414
- § 60.391 — Authority to indemnify directors
- § 60.394 — Mandatory indemnification
- § 60.397 — Payment
- § 60.401 — Court-ordered indemnification
- § 60.404 — Determination and authorization of indemnification
- § 60.407 — Indemnification of officers, employees and agents
- § 60.411 — Insurance
- § 60.391 — or 60.394. [1987 c.52 §101]
- § 60.414 — Application of ORS 60.387 to 60.411
- § 60.411 — do not limit a corporations power to pay or reimburse expenses incurred
- § 60.431 — Authority
- § 60.434 — Amendment by board of directors
- § 60.437 — Amendment by board of directors and shareholders
- § 60.441 — Voting
- § 60.444 — Amendment before issuance of shares
- § 60.447 — Articles of amendment
- § 60.451 — Restated articles of incorporation
- § 60.454 — Amendment pursuant to reorganization
- § 60.457 — Effect
- § 60.461 — Amendment or repeal by board of directors or shareholders
- § 60.464 — Bylaw
- § 60.467 — Bylaw
- § 60.470 — Definitions for ORS 60.470 to 60.501
- § 60.472 — Conversion
- § 60.474 — Action
- § 60.476 — Articles and plan of conversion
- § 60.478 — Effect
- § 60.481 — Merger
- § 60.484 — Share
- § 60.487 — Action
- § 60.491 — Merger
- § 60.494 — Articles and plan of merger or share exchange
- § 60.497 — Effect
- § 60.501 — Merger
- § 60.531 — Sale of
- § 60.534 — Sale of
- § 60.551 — Definitions for ORS 60.551 to 60.594
- § 60.554 — and who exercises that right when and in the manner required by ORS
- § 60.561 — to 60.587
- § 60.554 — Right
- § 60.551 — to 60.594 may not challenge the corporate action creating the
- § 60.557 — Dissent
- § 60.561 — Notice
- § 60.554 — is submitted to a vote at a shareholders meeting, the meeting notice
- § 60.564 — Notice
- § 60.567 — Dissenters notice
- § 60.554 — is authorized at a shareholders meeting, the corporation shall deliver
- § 60.571 — Duty to
- § 60.574 — Share
- § 60.577 — Payment
- § 60.551 — to 60.594. [1987 c.52 §132; 1987 c.579 §4]
- § 60.581 — Failure
- § 60.584 — After-acquired shares
- § 60.587 — Procedure if shareholder dissatisfied with payment or offer
- § 60.591 — Court
- § 60.594 — Court
- § 60.621 — Dissolution by incorporators or initial directors
- § 60.624 — Voluntary dissolution by consent of shareholders
- § 60.627 — Dissolution by board of directors and shareholders
- § 60.631 — Articles of dissolution
- § 60.634 — Revocation of dissolution
- § 60.637 — Effect
- § 60.641 — Known
- § 60.644 — Unknown
- § 60.645 — Enforcement of claims against dissolved corporation
- § 60.644 — (3) or 63.644 (3). [2021 c.221 §5]
- § 60.647 — Grounds
- § 60.032 — (1) or is the subject of a recommendation for dissolution from the
- § 60.651 — Procedure; effect of administrative dissolution
- § 60.654 — Reinstatement following administrative dissolution
- § 60.657 — Appeal
- § 60.661 — Grounds
- § 60.664 — Procedure for judicial dissolution
- § 60.667 — Receivership or custodianship
- § 60.671 — Judgment of dissolution
- § 60.637 — and the notification of claimants in accordance with ORS 60.641 and
- § 60.674 — Asset
- § 60.701 — Authority to transact business required
- § 60.704 — Consequences of transacting business without authority
- § 60.707 — Application for authority to transact business
- § 60.711 — Amendment to application for authority
- § 60.714 — Effect
- § 60.717 — Corporate name of foreign corporation
- § 60.721 — Registered office and registered agent of foreign corporation
- § 60.724 — Change
- § 60.727 — Resignation of registered agent of foreign corporation
- § 60.731 — Service
- § 60.734 — Withdrawal of foreign corporation
- § 60.737 — Grounds
- § 60.032 — (1);
- § 60.741 — Procedure for and effect of revocation
- § 60.744 — Appeal
- § 60.747 — Reinstatement of authority
- § 60.750 — Definitions for ORS 60.750 to 60.770
- § 60.750 — to 60.770 were enacted into
- § 60.752 — Application of benefit company laws
- § 60.770 — do not apply to a corporation that is not a benefit company or to a
- § 60.754 — Status
- § 60.756 — Minimum
- § 60.758 — Benefit
- § 60.047 — (2)(c)(A), 60.074, 63.047 or 63.074, a benefit company has the purpose
- § 60.760 — Duties
- § 60.357 — or 63.155, as appropriate for the benefit companys form of
- § 60.762 — Benefit
- § 60.764 — Duties
- § 60.766 — Proceedings against benefit company; when allowed; who may commence
- § 60.768 — Benefit
- § 60.770 — Assessment of public benefit
- § 60.771 — Corporate records
- § 60.774 — Inspection of records by shareholders
- § 60.777 — Scope
- § 60.781 — Court-ordered inspection
- § 60.784 — Reports
- § 60.787 — Annual
- § 60.801 — Definitions for ORS 60.801 to 60.816
- § 60.801 — to 60.816
- § 60.801 — to 60.816 were enacted into
- § 60.804 — Applicability of ORS 60.801 to 60.816
- § 60.801 — to 60.816 do not apply to acquisitions of its voting shares. After a
- § 60.816 — do not apply to acquisitions of its voting shares. [1989 c.4 §2; 1991
- § 60.807 — Voting
- § 60.810 — Acquiring person statement; shareholder meeting
- § 60.813 — Dissenters rights
- § 60.554 — shall not apply to dissenters rights created under this section. [1989
- § 60.816 — Short
- § 60.825 — Definitions for ORS 60.825 to 60.845
- § 60.830 — Ownership of shares
- § 60.835 — Prohibited business combinations
- § 60.840 — Exceptions to ORS 60.835
- § 60.845 — Greater
- § 60.951 — Short
- § 60.952 — Court
- § 60.954 — Reservation of power to amend or repeal
- § 60.957 — Application to existing domestic corporation
- § 60.961 — Application to qualified foreign corporations
- § 60.964 — Saving
- § 60.967 — Corporations incorporated under special acts
- § 60.971 — Severability
- § 60.990 — [(Enacted in 1903) repealed by
- § 60.992 — Penalty
- § 60.994 — Liability for certain actions in connection with operation of shell entity;