ORS 60.047
Articles of incorporation
(1)
Articles of incorporation must set forth:(a)
A corporate name for the corporation that satisfies the requirements of ORS 60.094 (Corporate name);(b)
The number of shares the corporation is authorized to issue;(c)
The address, including street and number, and mailing address, if different, of the corporation’s initial registered office and the name of the corporation’s initial registered agent at the initial registered office;(d)
The name and address of each incorporator;(e)
A mailing address to which notices, as required by this chapter, may be mailed until the corporation designates an address in the corporation’s annual report;(f)
The initial physical street address, including the number and name of the street, and the mailing address, if different, of the corporation’s principal office; and(g)
The name and address of at least one individual who is a director or controlling shareholder of the corporation or an authorized representative with direct knowledge of the operations and business activities of the corporation.(2)
The articles of incorporation may set forth:(a)
The names of the initial directors;(b)
The addresses of the initial directors;(c)
Provisions regarding:(A)
The purpose or purposes for which the corporation is organized;(B)
Managing the business and regulating the affairs of the corporation;(C)
Defining, limiting and regulating the powers of the corporation, the board of directors and shareholders; and(D)
A par value for authorized shares or classes of shares;(d)
A provision eliminating or limiting the personal liability of a director to the corporation or the corporation’s shareholders for monetary damages for conduct as a director, provided that the provision does not eliminate or limit the liability of a director for any act or omission that occurs before the date on which the provision becomes effective and the provision does not eliminate or limit the liability of a director for:(A)
Any breach of the director’s duty of loyalty to the corporation or the corporation’s shareholders;(B)
Acts or omissions that are not in good faith or that involve intentional misconduct or a knowing violation of law;(C)
Any unlawful distribution under ORS 60.367 (Liability for unlawful distributions); or(D)
Any transaction from which the director derived an improper personal benefit;(e)
A provision authorizing or directing the corporation to conduct the business of the corporation in a manner that is environmentally and socially responsible; and(f)
Any provision that under this chapter is required or permitted to be set forth in the bylaws.(3)
The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. [1987 c.52 §16; 1989 c.1040 §7; 1991 c.883 §1; 2007 c.254 §1; 2017 c.705 §10]
Source:
Section 60.047 — Articles of incorporation, https://www.oregonlegislature.gov/bills_laws/ors/ors060.html.
Law Review Citations
88 OLR 491, 581 (2009)
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