ORS 60.754
Status as benefit company
- election to become benefit company
- election to become other entity
- votes required
(1)
Intentionally left blank —Ed.(a)
Notwithstanding ORS 60.074 (Purposes) (2), a corporation incorporated under ORS chapter 60 is a benefit company under ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) if the corporation’s articles of incorporation state that the corporation is a benefit company subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit).(b)
Notwithstanding ORS 63.074 (Purposes) (3), a limited liability company organized under ORS chapter 63 is a benefit company under ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) if the limited liability company’s articles of organization state that the limited liability company is a benefit company subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit).(2)
Intentionally left blank —Ed.(a)
A corporation that is incorporated under ORS chapter 60 may become a benefit company by amending the corporation’s articles of incorporation to state, in addition to the requirements set forth in ORS 60.047 (Articles of incorporation), that the corporation is a benefit company subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit). The amendment to the articles of incorporation must be approved by a minimum status vote.(b)
A limited liability company that is organized under ORS chapter 63 may become a benefit company by amending the limited liability company’s articles of organization to state, in addition to the requirements set forth in ORS 63.047 (Articles of organization), that the limited liability company is a benefit company subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit). The amendment to the articles of organization must be approved by a minimum status vote.(3)
A benefit company may be formed by means of a conversion if articles of conversion that state that the converted entity will be a benefit company that is subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) are approved by a minimum status vote.(4)
An entity that is not a benefit company may become a benefit company by merging or exchanging equity interests with a benefit company if the shareholders or holders of equity interests of the entity that is not the benefit company approve, by a minimum status vote, a plan of merger or a plan for exchanging equity interests with a benefit company under which the surviving entity will be a benefit company.(5)
A benefit company may become an entity other than a benefit company only if an action to remove from the articles of incorporation, articles of organization or articles of conversion the provision that states that the entity is a benefit company subject to ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) is approved by a minimum status vote.(6)
Intentionally left blank —Ed.(a)
A plan for a benefit company must be approved by a minimum status vote if the plan would:(A)
Merge the benefit company with an entity that is not a benefit company, if the surviving entity would not be a benefit company;(B)
Provide for exchanging equity interests with an entity that is not a benefit company, if the exchange would create an entity that is not a benefit company and that would hold substantially all of the benefit company’s assets;(C)
Convert the benefit company to an entity that is not a benefit company; or(D)
Otherwise cause ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) not to apply to the benefit company.(b)
A sale, lease, exchange or other disposition of all or substantially all of a benefit company’s assets must be approved by a minimum status vote unless the benefit company conducts the sale, lease, exchange or other disposition in the ordinary course of the benefit company’s business.(7)
A provision of a benefit company’s articles of incorporation, articles of organization, articles of conversion or plan described in subsection (6) of this section may be inconsistent with or supersede a provision of ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) only to the extent that the provision in the articles of incorporation, articles of organization, articles of conversion or plan imposes a more stringent requirement on the benefit company, in keeping with the purposes set forth in ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit), than a provision of ORS 60.750 (Definitions for ORS 60.750 to 60.770) to 60.770 (Assessment of public benefit) imposes. [2013 c.269 §3]
Source:
Section 60.754 — Status as benefit company; election to become benefit company; election to become other entity; votes required, https://www.oregonlegislature.gov/bills_laws/ors/ors060.html.
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