2017 ORS 60.754¹
Status as benefit company
  • election to become benefit company
  • election to become other entity
  • votes required

(1)(a) Notwithstanding ORS 60.074 (Purposes) (2), a corporation incorporated under ORS chapter 60 is a benefit company under ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) if the corporation’s articles of incorporation state that the corporation is a benefit company subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit).

(b) Notwithstanding ORS 63.074 (Purposes) (3), a limited liability company organized under ORS chapter 63 is a benefit company under ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) if the limited liability company’s articles of organization state that the limited liability company is a benefit company subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit).

(2)(a) A corporation that is incorporated under ORS chapter 60 may become a benefit company by amending the corporation’s articles of incorporation to state, in addition to the requirements set forth in ORS 60.047 (Articles of incorporation), that the corporation is a benefit company subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit). The amendment to the articles of incorporation must be approved by a minimum status vote.

(b) A limited liability company that is organized under ORS chapter 63 may become a benefit company by amending the limited liability company’s articles of organization to state, in addition to the requirements set forth in ORS 63.047 (Articles of organization), that the limited liability company is a benefit company subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit). The amendment to the articles of organization must be approved by a minimum status vote.

(3) A benefit company may be formed by means of a conversion if articles of conversion that state that the converted entity will be a benefit company that is subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) are approved by a minimum status vote.

(4) An entity that is not a benefit company may become a benefit company by merging or exchanging equity interests with a benefit company if the shareholders or holders of equity interests of the entity that is not the benefit company approve, by a minimum status vote, a plan of merger or a plan for exchanging equity interests with a benefit company under which the surviving entity will be a benefit company.

(5) A benefit company may become an entity other than a benefit company only if an action to remove from the articles of incorporation, articles of organization or articles of conversion the provision that states that the entity is a benefit company subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) is approved by a minimum status vote.

(6)(a) A plan for a benefit company must be approved by a minimum status vote if the plan would:

(A) Merge the benefit company with an entity that is not a benefit company, if the surviving entity would not be a benefit company;

(B) Provide for exchanging equity interests with an entity that is not a benefit company, if the exchange would create an entity that is not a benefit company and that would hold substantially all of the benefit company’s assets;

(C) Convert the benefit company to an entity that is not a benefit company; or

(D) Otherwise cause ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) not to apply to the benefit company.

(b) A sale, lease, exchange or other disposition of all or substantially all of a benefit company’s assets must be approved by a minimum status vote unless the benefit company conducts the sale, lease, exchange or other disposition in the ordinary course of the benefit company’s business.

(7) A provision of a benefit company’s articles of incorporation, articles of organization, articles of conversion or plan described in subsection (6) of this section may be inconsistent with or supersede a provision of ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) only to the extent that the provision in the articles of incorporation, articles of organization, articles of conversion or plan imposes a more stringent requirement on the benefit company, in keeping with the purposes set forth in ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit), than a provision of ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) imposes. [2013 c.269 §3]

Note: See note under 60.750 (Definitions for ORS 60.750 to 60.770).

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.