Chapter 60 Private Corporations

General Provisions

§ 60.001 Definitions
§ 60.004 Filing requirements
§ 60.007 Filing, service, copying and certification fees
§ 60.011 Effective time and date of document
§ 60.014 Correcting filed document
§ 60.016 Forms
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Incorporation

§ 60.044 Incorporators
§ 60.047 Articles of incorporation
§ 60.051 Incorporation
§ 60.054 Liability for preincorporation transactions
§ 60.057 Organization of corporation
§ 60.061 Bylaws
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Purposes and Powers

§ 60.074 Purposes
§ 60.077 General powers
§ 60.081 Emergency powers
§ 60.084 Validity of corporate acts

Name

§ 60.094 Corporate name
§ 60.097 Reserved name
§ 60.101 Registered name

Office and Agent

§ 60.111 Registered office and registered agent
§ 60.114 Change of registered office or registered agent
§ 60.117 Resignation of registered agent
§ 60.121 Service on corporation

Shares and Distributions

§ 60.131 Authorized shares
§ 60.134 Terms of class or series determined by board of directors
§ 60.137 Issued and outstanding shares
§ 60.141 Fractional shares
§ 60.144 Subscription for shares before incorporation
§ 60.147 Issuance of shares
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Shareholders

§ 60.201 Annual meeting
§ 60.204 Special meeting
§ 60.207 Court-ordered meeting
§ 60.209 Meeting chairperson
§ 60.211 Action without meeting
§ 60.214 Notice of meeting
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Directors and Officers

§ 60.301 Requirement for and duties of board of directors
§ 60.304 Qualifications of directors
§ 60.307 Number and election of directors
§ 60.311 Election of directors by certain classes of shareholders
§ 60.314 Terms of directors generally
§ 60.317 Staggered terms for directors
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Amendment of Articles of Incorporation and Bylaws

§ 60.431 Authority
§ 60.434 Amendment by board of directors
§ 60.437 Amendment by board of directors and shareholders
§ 60.441 Voting on amendments by voting groups
§ 60.444 Amendment before issuance of shares
§ 60.447 Articles of amendment
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Conversion, Merger and Share Exchange

§ 60.470 Definitions for ORS 60.470 to 60.501
§ 60.472 Conversion
§ 60.474 Action on plan of conversion
§ 60.476 Articles and plan of conversion
§ 60.478 Effect of conversion
§ 60.481 Merger
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Sale of Assets

§ 60.531 Sale of assets in regular course of business
§ 60.534 Sale of assets other than in regular course of business

Dissenters’ Rights

§ 60.551 Definitions for ORS 60.551 to 60.594
§ 60.554 Right to dissent
§ 60.557 Dissent by nominees and beneficial owners
§ 60.561 Notice of dissenters’ rights
§ 60.564 Notice of intent to demand payment
§ 60.567 Dissenters’ notice
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Dissolution

§ 60.621 Dissolution by incorporators or initial directors
§ 60.624 Voluntary dissolution by consent of shareholders
§ 60.627 Dissolution by board of directors and shareholders
§ 60.631 Articles of dissolution
§ 60.634 Revocation of dissolution
§ 60.637 Effect of dissolution
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Foreign Corporations

§ 60.701 Authority to transact business required
§ 60.704 Consequences of transacting business without authority
§ 60.707 Application for authority to transact business
§ 60.711 Amendment to application for authority
§ 60.714 Effect of authority
§ 60.717 Corporate name of foreign corporation
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Benefit Companies

§ 60.750 Definitions for ORS 60.750 to 60.770
§ 60.752 Application of benefit company laws
§ 60.754 Status as benefit company
§ 60.756 Minimum status vote required to approve certain actions
§ 60.758 Benefit company purposes and powers
§ 60.760 Duties of, standard of conduct for and liabilities of governor of benefit company
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Records and Reports

§ 60.771 Corporate records
§ 60.774 Inspection of records by shareholders
§ 60.777 Scope of inspection right
§ 60.781 Court-ordered inspection
§ 60.784 Reports to shareholders of indemnification
§ 60.787 Annual report

Regulation of Corporate Acquisitions

§ 60.801 Definitions for ORS 60.801 to 60.816
§ 60.804 Applicability of ORS 60.801 to 60.816
§ 60.807 Voting rights of control shares
§ 60.810 Acquiring person statement
§ 60.813 Dissenters’ rights
§ 60.816 Short title

Business Combinations With Interested Shareholders

§ 60.825 Definitions for ORS 60.825 to 60.845
§ 60.830 Ownership of shares
§ 60.835 Prohibited business combinations
§ 60.840 Exceptions to ORS 60.835
§ 60.845 Greater vote of shareholders prohibited

Miscellaneous

§ 60.951 Short title
§ 60.952 Court proceeding by shareholder in close corporation
§ 60.954 Reservation of power to amend or repeal
§ 60.957 Application to existing domestic corporation
§ 60.961 Application to qualified foreign corporations
§ 60.964 Saving provisions
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Penalty

§ 60.992 Penalty for signing false document
§ 60.994 Liability for certain actions in connection with operation of shell entity
Source:
Legislative Counsel Committee, CHAPTER 60—Private Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors060.­html (2017) (last ac­cessed Mar. 30, 2018).