ORS 60.494
Articles and plan of merger or share exchange

(1)

After the owners of each business entity approve a plan of merger or share exchange, or a board of directors adopts the plan of merger or share exchange if shareholder approval is not required, the surviving or acquiring business entity shall deliver to the office of the Secretary of State for filing:

(a)

Articles of merger or articles of share exchange that set forth:

(A)

The name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger; or

(B)

The name of the corporation that intends to acquire shares in a share exchange and the name of the corporation whose shares will be acquired;

(b)

A plan of merger or plan of share exchange, as appropriate, or in lieu of a plan of merger or plan of share exchange, a written declaration that:

(A)

Identifies an address for an office of the surviving entity where the plan of merger or plan of share exchange is on file; and

(B)

States that the surviving entity will provide any owner or shareholder of any constituent entity with a copy of the plan of merger or plan of share exchange upon request and at no cost; and

(c)

A written declaration that states that:

(A)

Each corporation that is a party to the merger or share exchange:
(i)
Obtained the requisite shareholder approval; or
(ii)
Did not require shareholder approval.

(B)

Each business entity, other than a corporation, that is a party to the merger or share exchange obtained authorization and approval in accordance with the statutes that govern the business entity.

(2)

The merger or share exchange takes effect on the later of the date and time determined in accordance with ORS 60.011 (Effective time and date of document) or the date and time determined in accordance with the statutes governing any business entity, other than a corporation, that is a party to the merger. [1987 c.52 §119; 1999 c.362 §13; 2001 c.104 §18; 2001 c.315 §1; 2015 c.28 §2]

Source: Section 60.494 — Articles and plan of merger or share exchange, https://www.­oregonlegislature.­gov/bills_laws/ors/ors060.­html.

Notes of Decisions

Where minority shareholders sought preliminary injunction concerning safeguards on sale of corporation to prospective buyer, majority shareholders’ approval of exchange of shares with buyer’s subsidiary rendered motion for preliminary injunction moot. Numrich v. Gleason, 700 F Supp 512 (D. Or. 1988)

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 60.017
Filing duty of Secretary of State 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 60.031
Powers 60.032
Investigations of violations of chapter 60.034
Notice 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 60.064
Emergency bylaws 60.074
Purposes 60.077
General powers 60.081
Emergency powers 60.084
Challenges to validity of corporate acts 60.094
Corporate name 60.097
Reserved name 60.101
Registered name 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 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 60.151
Liability of shareholders 60.154
Share dividends 60.157
Share rights, options, warrants and other equity compensation 60.161
Form and content of certificates 60.164
Shares without certificates 60.167
Restriction on transfer of shares and other securities 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 60.211
Action without meeting 60.214
Notice of meeting 60.217
Waiver of notice 60.219
Adjournment of meeting 60.221
Record date 60.222
Participation at meeting 60.223
Meeting inspectors 60.224
Shareholders’ list for meeting 60.227
Voting entitlement of shares 60.231
Proxies 60.234
Shares held by nominees 60.237
Corporations’ acceptance or rejection of votes, consents, waivers or proxy authorizations 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 60.270
Definitions for ORS 60.270 to 60.291 60.273
Defective corporate action 60.276
Ratification by board of directors 60.279
Quorum 60.282
Notice of ratification by board of directors 60.285
Corrected corporate action 60.288
Articles of validation 60.291
Judicial review of corporate action 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 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 and plan of conversion 60.478
Effect of conversion 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 and plan 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 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 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 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 60.750
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 60.762
Benefit company board of governors 60.764
Duties of, standard of conduct for and liabilities of officers and managers of benefit company 60.766
Proceedings against benefit company 60.768
Benefit report 60.770
Assessment of public benefit 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 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 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 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 60.992
Penalty for signing false document 60.994
Liability for certain actions in connection with operation of shell entity
Green check means up to date. Up to date

Current through early 2024

§ 60.494’s source at oregon​.gov