2017 ORS 60.161¹
Form and content of certificates

(1) Shares may be but are not required to be represented by certificates. Unless this chapter or another statute expressly provides otherwise, shareholder rights and obligations are identical whether or not shares are represented by certificates.

(2) At a minimum, each share certificate must state on the certificate’s face:

(a) The name of the issuing corporation and that the corporation is organized under the law of this state;

(b) The name of the person to whom the share is issued; and

(c) The number and class of shares and the designation of the series, if any, the certificate represents.

(3) If the issuing corporation issues different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class, the variations in rights, preferences and limitations determined for each series and the authority of the board of directors to determine variations for future series must be summarized on the front or back of each certificate, or each certificate may state conspicuously on the front or back that the corporation will furnish the shareholder with this information on request in writing and without charge.

(4) Each share certificate must be signed by two officers designated in the bylaws or by the board of directors. Each certificate may bear the corporate seal or a facsimile of the corporate seal.

(5) If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid. [1987 c.52 §42; 2017 c.55 §8]

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.