ORS 60.001
Definitions


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 application for authority to transact business for a foreign corporation.

(2)

“Articles of incorporation” means the articles described in ORS 60.047 (Articles of incorporation), amended and restated articles of incorporation, articles of conversion or articles of merger.

(3)

“Authorized shares” means the shares of all classes that a domestic or foreign corporation is authorized to issue.

(4)

“Conspicuous” means written, printed, typed, displayed or otherwise presented so that a reasonable person against whom a writing is to operate should have noticed the writing as a consequence of a use of a method to draw attention to the writing, such as italics, boldface, contrasting color, capitalization or underlining.

(5)

“Corporation” or “domestic corporation” means a corporation for profit that is incorporated under or subject to the provisions of this chapter and that is not a foreign corporation.

(6)

“Delivery” means any method of delivery used in conventional commercial practice, including by hand, mail, commercial delivery and, in accordance with ORS 60.034 (Notice), electronic transmission.

(7)

“Distribution” means a direct or indirect transfer of money or other property, except of a corporation’s own shares, or a corporation’s incurrence of indebtedness to or for the benefit of the corporation’s shareholders in respect of any of the corporation’s shares, in the form of a declaration or payment of a dividend, a purchase, redemption or other acquisition of shares, a distribution of indebtedness, or otherwise.

(8)

“Document” means:

(a)

A medium that embodies information in tangible form, including any writing or written instrument; or

(b)

An electronic medium that embodies information that a person may retain, retrieve and reproduce, in tangible form or otherwise, by means of an automated process that is used in conventional commercial practice, except as otherwise provided in ORS 60.034 (Notice) (4)(c).

(9)

“Domestic limited liability company” means an entity that is an unincorporated association that has one or more members and that is organized under ORS chapter 63.

(10)

“Domestic nonprofit corporation” means a corporation not for profit that is incorporated under ORS chapter 65.

(11)

“Domestic professional corporation” means a corporation that is organized under ORS chapter 58 for the purpose of rendering professional services and for the purposes provided under ORS chapter 58.

(12)

“Electronic notice revocation” means a notice in which a person states that the person will not accept delivery of certain communications by means of electronic transmission.

(13)

“Electronic signature” has the meaning given that term in ORS 84.004 (Definitions for ORS 84.001 to 84.061).

(14)

“Electronic transmission” means a form or process of communication that does not directly involve physically transferring paper or another tangible medium and that enables a recipient to retain, retrieve and reproduce information by means of an automated process that is used in conventional commercial practice, except as provided in ORS 60.034 (Notice) (4)(c).

(15)

“Employee” includes an officer but not a director, unless the director accepts duties that make the director also an employee.

(16)

“Entity” means a corporation, foreign corporation, nonprofit corporation, profit or nonprofit unincorporated association, business trust, partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government and any foreign government.

(17)

“Foreign corporation” means a corporation for profit that is incorporated under laws other than the laws of the state.

(18)

“Foreign limited liability company” means an entity that is an unincorporated association organized under laws other than the laws of the state and that is organized under a statute under which an association may be formed that affords to each of the entity’s members limited liability with respect to liabilities of the entity.

(19)

“Foreign nonprofit corporation” means a corporation not for profit that is organized under laws other than the laws of the state.

(20)

“Foreign professional corporation” means a professional corporation that is organized under laws other than the laws of the state.

(21)

“Governmental subdivision” includes an authority, county, district and municipality.

(22)

“Individual” means a natural person or the estate of an incompetent individual or a deceased individual.

(23)

“Office,” when used to refer to the administrative unit directed by the Secretary of State, means the office of the Secretary of State.

(24)

“Person” means an individual or entity.

(25)

Intentionally left blank —Ed.

(a)

“Principal office” means the physical street address of an office, in or out of this state, where the principal executive offices of a domestic or foreign corporation are located and designated in the annual report or in the application for authority to transact business in this state.

(b)

“Principal office” does not include a commercial mail receiving agency, a mail forwarding business or a virtual office.

(26)

“Proceeding” means a civil, criminal, administrative or investigatory action.

(27)

“Record date” means the date established under this chapter on which a corporation determines the identity of the corporation’s shareholders and their shareholdings for purposes of this chapter.

(28)

“Remote communication” means any method by which a person that is not physically present at the location at which a meeting occurs may nevertheless hear or otherwise communicate at substantially the same time with other persons at the meeting and have access to materials necessary to participate or vote in the meeting to the extent of the person’s authorization to participate or vote.

(29)

“Share” means a unit into which the proprietary interest in a corporation is divided.

(30)

“Shareholder” means a person in whose name a share is registered in the records of a corporation or the beneficial owner of a share to the extent of the rights granted by a nominee certificate on file with a corporation.

(31)

“Shell entity” means an entity that has the characteristics described in ORS 60.661 (Grounds for judicial dissolution) (1)(a)(C)(i).

(32)

“Sign” means to indicate a present intent to authenticate or adopt a document by:

(a)

Affixing a symbol to the document;

(b)

Inscribing or affixing a manual, facsimile or conformed signature on the document; or

(c)

Attaching to, or logically associating with, an electronic transmission any electronic sound, symbol or process, including an electronic signature.

(33)

“Signature” means any embodiment of a person’s intent to sign a document.

(34)

“Single voting group” means a voting group, the shares of which are entitled by the articles of incorporation or this chapter to vote generally on a matter.

(35)

“State,” when referring to a part of the United States, means a state, commonwealth, territory or insular possession of the United States and the agencies and governmental subdivisions of the state, commonwealth, territory or insular possession.

(36)

“Subscriber” means a person who subscribes for shares in a corporation, whether before or after incorporation.

(37)

“United States” means the federal government or a district, authority, bureau, commission, department or any other agency of the United States.

(38)

“Voting group” means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders.

(39)

“Written” means embodied as a document. [1987 c.414 §64; 1989 c.1040 §2; 1999 c.362 §3; 1999 c.371 §2; 2001 c.104 §16; 2001 c.315 §32; 2003 c.80 §1; 2005 c.107 §1; 2009 c.14 §1; 2009 c.294 §4; 2013 c.158 §19; 2013 c.274 §1; 2017 c.705 §§8,8a]
60.001
Definitions
60.004
Filing requirements
60.007
Filing, service, copying and certification fees
60.011
Effective time and date of document
60.014
Correcting filed document
60.016
Forms
60.017
Filing duty of Secretary of State
60.021
Appeal from Secretary of State’s refusal to file document
60.024
Evidentiary effect of copy of filed document
60.027
Certificate of existence or authorization
60.031
Powers
60.032
Investigations of violations of chapter
60.034
Notice
60.044
Incorporators
60.047
Articles of incorporation
60.051
Incorporation
60.054
Liability for preincorporation transactions
60.057
Organization of corporation
60.061
Bylaws
60.064
Emergency bylaws
60.074
Purposes
60.077
General powers
60.081
Emergency powers
60.084
Challenges to validity of corporate acts
60.094
Corporate name
60.097
Reserved name
60.101
Registered name
60.111
Registered office and registered agent
60.114
Change of registered office or registered agent
60.117
Resignation of registered agent
60.121
Service on corporation
60.131
Authorized shares
60.134
Terms of class or series determined by board of directors
60.137
Issued and outstanding shares
60.141
Fractional shares
60.144
Subscription for shares before incorporation
60.147
Issuance of shares
60.151
Liability of shareholders
60.154
Share dividends
60.157
Share rights, options, warrants and other equity compensation
60.161
Form and content of certificates
60.164
Shares without certificates
60.167
Restriction on transfer of shares and other securities
60.171
Expense of issue
60.174
Preemptive rights of shareholders
60.177
Corporation’s acquisition of its own shares
60.181
Distributions to shareholders
60.201
Annual meeting
60.204
Special meeting
60.207
Court-ordered meeting
60.209
Meeting chairperson
60.211
Action without meeting
60.214
Notice of meeting
60.217
Waiver of notice
60.219
Adjournment of meeting
60.221
Record date
60.222
Participation at meeting
60.223
Meeting inspectors
60.224
Shareholders’ list for meeting
60.227
Voting entitlement of shares
60.231
Proxies
60.234
Shares held by nominees
60.237
Corporations’ acceptance or rejection of votes, consents, waivers or proxy authorizations
60.241
Quorum and voting requirements for voting groups
60.244
Action by single and multiple voting groups
60.247
Modification of quorum or voting requirements
60.251
Voting for directors
60.254
Voting trusts
60.257
Voting agreements
60.261
Derivative proceedings
60.265
Validity of shareholder agreements inconsistent with chapter
60.270
Definitions for ORS 60.270 to 60.291
60.273
Defective corporate action
60.276
Ratification by board of directors
60.279
Quorum
60.282
Notice of ratification by board of directors
60.285
Corrected corporate action
60.288
Articles of validation
60.291
Judicial review of corporate action
60.301
Requirement for and duties of board of directors
60.304
Qualifications of directors
60.307
Number and election of directors
60.311
Election of directors by certain classes of shareholders
60.314
Terms of directors generally
60.317
Staggered terms for directors
60.321
Resignation of directors
60.324
Removal of directors by shareholders
60.327
Removal of directors by judicial proceeding
60.331
Vacancy on board
60.334
Compensation of directors
60.337
Meetings
60.341
Action without meeting
60.344
Notice of meeting
60.347
Waiver of notice
60.351
Quorum and voting
60.354
Committees
60.357
General standards for directors
60.361
Conflict of interest
60.364
Loans to directors
60.367
Liability for unlawful distributions
60.371
Required officers
60.374
Duties of officers
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 of director’s expenses in connection with proceeding
60.401
Court-ordered indemnification
60.404
Determination and authorization of indemnification
60.407
Indemnification of officers, employees and agents
60.411
Insurance
60.414
Application of ORS 60.387 to 60.411
60.431
Authority
60.434
Amendment by board of directors
60.437
Amendment by board of directors and shareholders
60.441
Voting on amendments by voting groups
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 of amendment
60.461
Amendment or repeal by board of directors or shareholders
60.464
Bylaw increasing quorum or voting requirement for shareholders
60.467
Bylaw increasing quorum or voting requirement for directors
60.470
Definitions for ORS 60.470 to 60.501
60.472
Conversion
60.474
Action on plan of conversion
60.476
Articles and plan of conversion
60.478
Effect of conversion
60.481
Merger
60.484
Share exchange
60.487
Action on plan of merger or share exchange
60.491
Merger with subsidiary
60.494
Articles and plan of merger or share exchange
60.497
Effect of merger or share exchange
60.501
Merger or share exchange with foreign corporation
60.531
Sale of assets in regular course of business
60.534
Sale of assets other than in regular course of business
60.551
Definitions for ORS 60.551 to 60.594
60.554
Right to dissent
60.557
Dissent by nominees and beneficial owners
60.561
Notice of dissenters’ rights
60.564
Notice of intent to demand payment
60.567
Dissenters’ notice
60.571
Duty to demand payment
60.574
Share restrictions
60.577
Payment
60.581
Failure to take action
60.584
After-acquired shares
60.587
Procedure if shareholder dissatisfied with payment or offer
60.591
Court action
60.594
Court costs and counsel fees
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 of dissolution
60.641
Known claims against dissolved corporation
60.644
Unknown claims against dissolved corporation
60.645
Enforcement of claims against dissolved corporation
60.647
Grounds for administrative dissolution
60.651
Procedure
60.654
Reinstatement following administrative dissolution
60.657
Appeal from denial of reinstatement
60.661
Grounds for judicial dissolution
60.664
Procedure for judicial dissolution
60.667
Receivership or custodianship
60.671
Judgment of dissolution
60.674
Asset distribution
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 of authority
60.717
Corporate name of foreign corporation
60.721
Registered office and registered agent of foreign corporation
60.724
Change of registered office or registered agent of foreign corporation
60.727
Resignation of registered agent of foreign corporation
60.731
Service on foreign corporation
60.734
Withdrawal of foreign corporation
60.737
Grounds for revocation
60.741
Procedure for and effect of revocation
60.744
Appeal from revocation
60.747
Reinstatement of authority
60.750
Definitions for ORS 60.750 to 60.770
60.752
Application of benefit company laws
60.754
Status as benefit company
60.756
Minimum status vote required to approve certain actions
60.758
Benefit company purposes and powers
60.760
Duties of, standard of conduct for and liabilities of governor of benefit company
60.762
Benefit company board of governors
60.764
Duties of, standard of conduct for and liabilities of officers and managers of benefit company
60.766
Proceedings against benefit company
60.768
Benefit report
60.770
Assessment of public benefit
60.771
Corporate records
60.774
Inspection of records by shareholders
60.777
Scope of inspection right
60.781
Court-ordered inspection
60.784
Reports to shareholders of indemnification
60.787
Annual report
60.801
Definitions for ORS 60.801 to 60.816
60.804
Applicability of ORS 60.801 to 60.816
60.807
Voting rights of control shares
60.810
Acquiring person statement
60.813
Dissenters’ rights
60.816
Short title
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 vote of shareholders prohibited
60.951
Short title
60.952
Court proceeding by shareholder in close corporation
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 provisions
60.967
Corporations incorporated under special acts
60.971
Severability
60.992
Penalty for signing false document
60.994
Liability for certain actions in connection with operation of shell entity
Green check means up to date. Up to date