2017 ORS 60.131¹
Authorized shares

(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 corporation.

(c) If the corporation may issue more than one class of shares, the articles of incorporation must prescribe a distinguishing designation for each class, and before shares of a class are issued, the preferences, limitations and relative rights of the class must be described in the articles of incorporation. All shares of a class must have preferences, limitations and relative rights identical to the preferences, limitations and relative rights of other shares of the same class except to the extent otherwise permitted by ORS 60.134 (Terms of class or series determined by board of directors) and 60.157 (Share rights, options, warrants and other equity compensation).

(2) If the articles of incorporation authorize only one class of shares, that class has unlimited voting rights and rights to receive the net assets of the corporation upon dissolution. If the articles of incorporation authorize more than one class of shares, then one or more classes of shares must together have unlimited voting rights, and one or more classes of shares which may be the same class or classes as those with voting rights, must together be entitled to receive the net assets of the corporation upon dissolution.

(3) The articles of incorporation may authorize one or more classes of shares that:

(a) Have special, conditional or limited voting rights, or no voting rights, except to the extent prohibited by this chapter;

(b) Are redeemable or convertible as specified in the articles of incorporation:

(A) At the option of the corporation, the shareholder or another person or upon the occurrence of a designated event;

(B) For cash, indebtedness, securities or other property; or

(C) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;

(c) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or

(d) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.

(4) The description of the designations, preferences, limitations and relative rights of share classes in subsection (3) of this section is not exhaustive. [1987 c.52 §33; 1989 c.4 §9; 1989 c.1040 §9; 2017 c.705 §13]

Law Review Cita­tions

30 WLR 223 (1994)

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.