2017 ORS 60.494¹
Articles and plan of merger or share exchange

(1) After the owners of each business entity approve a plan of merger or share exchange, or a board of directors adopts the plan of merger or share exchange if shareholder approval is not required, the surviving or acquiring business entity shall deliver to the office of the Secretary of State for filing:

(a) Articles of merger or articles of share exchange that set forth:

(A) The name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger; or

(B) The name of the corporation that intends to acquire shares in a share exchange and the name of the corporation whose shares will be acquired;

(b) A plan of merger or plan of share exchange, as appropriate, or in lieu of a plan of merger or plan of share exchange, a written declaration that:

(A) Identifies an address for an office of the surviving entity where the plan of merger or plan of share exchange is on file; and

(B) States that the surviving entity will provide any owner or shareholder of any constituent entity with a copy of the plan of merger or plan of share exchange upon request and at no cost; and

(c) A written declaration that states that:

(A) Each corporation that is a party to the merger or share exchange:

(i) Obtained the requisite shareholder approval; or

(ii) Did not require shareholder approval.

(B) Each business entity, other than a corporation, that is a party to the merger or share exchange obtained authorization and approval in accordance with the statutes that govern the business entity.

(2) The merger or share exchange takes effect on the later of the date and time determined in accordance with ORS 60.011 (Effective time and date of document) or the date and time determined in accordance with the statutes governing any business entity, other than a corporation, that is a party to the merger. [1987 c.52 §119; 1999 c.362 §13; 2001 c.104 §18; 2001 c.315 §1; 2015 c.28 §2]

Notes of Decisions

Where mi­nority shareholders sought preliminary injunc­tion concerning safeguards on sale of corpora­tion to prospective buyer, majority shareholders’ approval of exchange of shares with buyer’s subsidiary rendered mo­tion for preliminary injunc­tion moot. Numrich v. Gleason, 700 F Supp 512 (D. Or. 1988)

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.