There is a newer version of the Oregon Revised Statutes
2011 Oregon Revised Statutes
ORS Volume 2, Chapters 56 - 89
ORS Chapter 60
- 60.001 Definitions.
- 60.004 Filing requirements.
- 60.007 Filing, service, copying and certification fees.
- 60.010 [Repealed by 1953 c.549 138]
- 60.011 Effective time and date of document.
- 60.014 Correcting filed document.
- 60.016 Forms; rules.
- 60.017 Filing duty of Secretary of State.
- 60.020 [Repealed by 1953 c.549 138]
- 60.021 Appeal from Secretary of State s refusal to file document.
- 60.024 Evidentiary effect of copy of filed document.
- 60.027 Certificate of existence or authorization.
- 60.030 [Repealed by 1953 c.549 138] (Secretary of State)
- 60.031 Powers.
- 60.034 Notice.
- 60.040 [Repealed by 1953 c.549 138] INCORPORATION
- 60.044 Incorporators.
- 60.047 Articles of incorporation.
- 60.050 [Repealed by 1953 c.549 138]
- 60.051 Incorporation.
- 60.054 Liability for preincorporation transactions.
- 60.057 Organization of corporation.
- 60.060 [Repealed by 1953 c.549 138]
- 60.061 Bylaws.
- 60.064 Emergency bylaws.
- 60.070 [Repealed by 1953 c.549 138] PURPOSES AND POWERS
- 60.074 Purposes.
- 60.077 General powers.
- 60.080 [Repealed by 1953 c.549 138]
- 60.081 Emergency powers.
- 60.084 Validity of corporate acts.
- 60.090 [Repealed by 1953 c.549 138] NAME
- 60.094 Corporate name.
- 60.097 Reserved name.
- 60.100 [Amended by 1953 c.549 138; renumbered 57.815]
- 60.101 Registered name.
- 60.110 [Repealed by 1953 c.549 138] OFFICE AND AGENT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.
- 60.120 [Repealed by 1953 c.549 138]
- 60.121 Service on corporation.
- 60.130 [Repealed by 1953 c.549 138] SHARES AND DISTRIBUTIONS (Shares)
- 60.131 Authorized shares.
- 60.134 Terms of class or series determined by board of directors.
- 60.137 Issued and outstanding shares.
- 60.140 [Repealed by 1953 c.549 138]
- 60.141 Fractional shares.
- 60.144 Subscription for shares before incorporation.
- 60.147 Issuance of shares.
- 60.150 [Repealed by 1953 c.549 138]
- 60.151 Liability of shareholders.
- 60.154 Share dividends.
- 60.157 Share rights, options and warrants.
- 60.160 [Repealed by 1953 c.549 138]
- 60.161 Form and content of certificates.
- 60.164 Shares without certificates.
- 60.167 Restriction on transfer of shares and other securities.
- 60.170 [Repealed by 1953 c.549 138]
- 60.171 Expense of issue.
- 60.174 Preemptive rights of shareholders.
- 60.177 Corporation s acquisition of its own shares.
- 60.181 Distributions to shareholders.
- 60.201 Annual meeting.
- 60.204 Special meeting.
- 60.207 Court-ordered meeting.
- 60.209 Meeting chairperson; closing of polls.
- 60.210 [Repealed by 1953 c.549 138]
- 60.211 Action without meeting.
- 60.214 Notice of meeting.
- 60.217 Waiver of notice.
- 60.219 Adjournment of meeting.
- 60.220 [Repealed by 1953 c.549 138]
- 60.221 Record date.
- 60.222 Participation at meeting.
- 60.223 Meeting inspectors; duties.
- 60.224 Shareholders list for meeting.
- 60.227 Voting entitlement of shares.
- 60.230 [Repealed by 1953 c.549 138]
- 60.231 Proxies.
- 60.234 Shares held by nominees.
- 60.237 Corporations acceptance of votes.
- 60.241 Quorum and voting requirements for voting groups.
- 60.244 Action by single and multiple voting groups.
- 60.247 Modification of quorum or voting requirements.
- 60.251 Voting for directors.
- 60.254 Voting trusts.
- 60.257 Voting agreements.
- 60.261 Derivative proceedings.
- 60.265 Validity of shareholder agreements inconsistent with chapter; purposes; notice of agreement; effect on liability.
- 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.
- 60.321 Resignation of directors.
- 60.324 Removal of directors by shareholders.
- 60.327 Removal of directors by judicial proceeding.
- 60.331 Vacancy on board.
- 60.334 Compensation of directors.
- 60.337 Meetings.
- 60.341 Action without meeting.
- 60.344 Notice of meeting.
- 60.347 Waiver of notice.
- 60.351 Quorum and voting.
- 60.354 Committees; powers; limitations.
- 60.357 General standards for directors.
- 60.361 Conflict of interest.
- 60.364 Loans to directors.
- 60.367 Liability for unlawful distributions.
- 60.371 Required officers.
- 60.374 Duties of officers.
- 60.377 Standard of conduct for officers.
- 60.381 Resignation and removal of officers.
- 60.384 Contract right of officers.
- 60.387 Definitions for ORS 60.387 to 60.414.
- 60.391 Authority to indemnify directors.
- 60.394 Mandatory indemnification.
- 60.397 Payment of director s expenses in connection with proceeding.
- 60.401 Court-ordered indemnification.
- 60.404 Determination and authorization of indemnification.
- 60.407 Indemnification of officers, employees and agents.
- 60.411 Insurance.
- 60.414 Application of ORS 60.387 to 60.411.
- 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.
- 60.451 Restated articles of incorporation.
- 60.454 Amendment pursuant to reorganization.
- 60.457 Effect of amendment.
- 60.461 Amendment or repeal by board of directors or shareholders.
- 60.464 Bylaw increasing quorum or voting requirement for shareholders.
- 60.467 Bylaw increasing quorum or voting requirement for directors.
- 60.470 Definitions for ORS 60.470 to 60.501.
- 60.472 Conversion.
- 60.474 Action on plan of conversion.
- 60.476 Articles of conversion.
- 60.478 Effect of conversion; assumed business name.
- 60.481 Merger.
- 60.484 Share exchange.
- 60.487 Action on plan of merger or share exchange.
- 60.491 Merger with subsidiary.
- 60.494 Articles of merger or share exchange.
- 60.497 Effect of merger or share exchange.
- 60.501 Merger or share exchange with foreign corporation.
- 60.531 Sale of assets in regular course of business; mortgage of assets.
- 60.534 Sale of assets other than in regular course of business.
- 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.
- 60.571 Duty to demand payment.
- 60.574 Share restrictions.
- 60.577 Payment.
- 60.581 Failure to take action.
- 60.584 After-acquired shares.
- 60.587 Procedure if shareholder dissatisfied with payment or offer.
- 60.591 Court action.
- 60.594 Court costs and counsel fees.
- 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.
- 60.641 Known claims against dissolved corporation.
- 60.644 Unknown claims against dissolved corporation.
- 60.645 Enforcement of claims against dissolved corporation.
- 60.647 Grounds for administrative dissolution.
- 60.651 Procedure; effect of administrative dissolution.
- 60.654 Reinstatement following administrative dissolution.
- 60.657 Appeal from denial of reinstatement.
- 60.661 Grounds for judicial dissolution.
- 60.664 Procedure for judicial dissolution.
- 60.667 Receivership or custodianship.
- 60.671 Judgment of dissolution.
- 60.674 Asset distribution; deposit with Department of State Lands; claims.
- 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.
- 60.721 Registered office and registered agent of foreign corporation.
- 60.724 Change of registered office or registered agent of foreign corporation.
- 60.727 Resignation of registered agent of foreign corporation.
- 60.731 Service on foreign corporation.
- 60.734 Withdrawal of foreign corporation.
- 60.737 Grounds for revocation.
- 60.741 Procedure for and effect of revocation.
- 60.744 Appeal from revocation.
- 60.747 Reinstatement of authority.
- 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; updates; rules.
- 60.801 Definitions for ORS 60.801 to 60.816.
- Note: 60.801 to 60.816 were enacted into law by the Legislative Assembly but were not added to or made a part of ORS chapter 60 or any series therein by legislative action. See Preface to Oregon Revised Statutes for further explanation.
- 60.804 Applicability of ORS 60.801 to 60.816.
- Note: See note under 60.801.
- 60.807 Voting rights of control shares.
- Note: See note under 60.801.
- 60.810 Acquiring person statement; shareholder meeting.
- Note: See note under 60.801.
- 60.813 Dissenters rights.
- Note: See note under 60.801.
- 60.816 Short title.
- Note: See note under 60.801. 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.
- 60.951 Short title.
- 60.952 Court proceeding by shareholder in close corporation; conditions; court-ordered remedies; share purchase; expenses.
- 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.
- 60.967 Corporations incorporated under special acts.
- 60.971 Severability.
- 60.990 [(Enacted in 1903) repealed by 1953 c.549 138; 60.990 (enacted by 1987 c.52 175) renumbered 60.992 in 1993]
- 60.992 Penalty for signing false document.
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