2017 ORS 60.047¹
Articles of incorporation

(1) Articles of incorporation must set forth:

(a) A corporate name for the corporation that satisfies the requirements of ORS 60.094 (Corporate name);

(b) The number of shares the corporation is authorized to issue;

(c) The address, including street and number, and mailing address, if different, of the corporation’s initial registered office and the name of the corporation’s initial registered agent at the initial registered office;

(d) The name and address of each incorporator;

(e) A mailing address to which notices, as required by this chapter, may be mailed until the corporation designates an address in the corporation’s annual report;

(f) The initial physical street address, including the number and name of the street, and the mailing address, if different, of the corporation’s principal office; and

(g) The name and address of at least one individual who is a director or controlling shareholder of the corporation or an authorized representative with direct knowledge of the operations and business activities of the corporation.

(2) The articles of incorporation may set forth:

(a) The names of the initial directors;

(b) The addresses of the initial directors;

(c) Provisions regarding:

(A) The purpose or purposes for which the corporation is organized;

(B) Managing the business and regulating the affairs of the corporation;

(C) Defining, limiting and regulating the powers of the corporation, the board of directors and shareholders; and

(D) A par value for authorized shares or classes of shares;

(d) A provision eliminating or limiting the personal liability of a director to the corporation or the corporation’s shareholders for monetary damages for conduct as a director, provided that the provision does not eliminate or limit the liability of a director for any act or omission that occurs before the date on which the provision becomes effective and the provision does not eliminate or limit the liability of a director for:

(A) Any breach of the director’s duty of loyalty to the corporation or the corporation’s shareholders;

(B) Acts or omissions that are not in good faith or that involve intentional misconduct or a knowing violation of law;

(C) Any unlawful distribution under ORS 60.367 (Liability for unlawful distributions); or

(D) Any transaction from which the director derived an improper personal benefit;

(e) A provision authorizing or directing the corporation to conduct the business of the corporation in a manner that is environmentally and socially responsible; and

(f) Any provision that under this chapter is required or permitted to be set forth in the bylaws.

(3) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. [1987 c.52 §16; 1989 c.1040 §7; 1991 c.883 §1; 2007 c.254 §1; 2017 c.705 §10]

Law Review Cita­tions

88 OLR 491, 581 (2009)

Chapter 60

Notes of Decisions

In General

Owner of corporate shares that does not meet defini­tion for “shareholder” does not have statutorily created inspec­tion rights. Yeoman v. Public Safety Center, Inc., 241 Or App 255, 250 P3d 411 (2011), Sup Ct review denied

Atty. Gen. Opinions

Under Former Similar Statutes (Ors Chapter 58)

This chapter as authorizing partnership of corpora­tion and individual; validity of partnership between a private corpora­tion and an individual when corpora­tion charter so provides, (1972) Vol 36, p 94

Law Review Cita­tions

Under Former Similar Statutes (Ors Chapter 57)

18 WLR 123 (1982)

In General

24 WLR 203, 257, 275 (1988); 30 WLR 407 (1994)

1 Legislative Counsel Committee, CHAPTER 60—Private Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors060.­html (2017) (last ac­cessed Mar. 30, 2018).
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2017, Chapter 60, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano060.­html (2017) (last ac­cessed Mar. 30, 2018).
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent.