2019 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 060 - Private Corporations
Section 60.288 - Articles of validation; filing with Secretary of State.
(1) If this chapter requires a corporation to file a ratification or approval of a defective corporate action, or would have required the corporation to file the ratification or approval at the time the corporation took the defective corporate action, the corporation shall submit to the Secretary of State articles of validation for filing. The Secretary of State’s filing the articles of validation amends, supplements or replaces, as appropriate, any previous filing with respect to the defective corporate action.
(2) Articles of validation must:
(a) Describe the defective corporate action that the articles of validation seek to amend, supplement or replace;
(b) List the number, class and series of any putative shares the defective corporate action purported to issue and the date or dates on which the corporation issued the putative shares;
(c) Specify the date of the defective corporate action;
(d) Specify the nature of the failure of authorization or the overissue;
(e) State that the corporation’s board of directors ratified the defective corporate action and that, if necessary, the shareholders approved the ratification;
(f) List the dates of ratification and approval; and
(g) State the information provided in a notification under ORS 60.276.
(3)(a) If a corporation previously filed a document related to a defective corporate action but the articles of validation a corporation submits for filing under subsection (1) of this section do not need to change any information in the previously filed document to give effect to the corporation’s ratification of the defective corporate action, the articles of validation must have the information required under subsection (2) of this section and must:
(A) List the name and title or any other method by which the corporation identifies the previously filed document and the filing date for the previously filed document; and
(B) Include a copy of the previously filed document.
(b) If a corporation previously filed a document related to a defective corporate action and the articles of validation a corporation submits for filing under subsection (1) of this section must change information in the previously filed document to give effect to the corporation’s ratification of the defective corporate action, the articles of validation must have the information required under subsection (2) of this section and must:
(A) List the name and title or any other method by which the corporation identifies the previously filed document and the filing date for the previously filed document; and
(B) Include a copy of the previously filed document together with a document that specifies the necessary corrections to the previously filed document.
(c) If a corporation did not previously file a document related to a defective corporate action that a provision of this chapter would have required to be filed to give effect to the defective corporate action, the articles of validation a corporation submits for filing under subsection (1) of this section must have the information required under subsection (2) of this section and must include the document the corporation should have filed previously. [2019 c.325 §8]
