Oregon State Statute Code

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60.044

Incorporators.

One or more individuals 18 years of age or older, a domestic or foreign corporation, a partnership or an association may act as incorporators of a corporation by delivering articles of incorporation to the office for filing.

60.061

Bylaws.

  1. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
  2. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

60.131

Authorized shares.

  1. The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and prior to the issuance of shares of a class, the preferences, limitations and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations and relative rights identical to those of other shares of the same class except to the extent otherwise permitted by ORS 60.134 and 60.157.
  2. If the articles of incorporation authorize only one class of shares, that class has unlimited voting rights and rights to receive the net assets of the corporation upon dissolution. If the articles of incorporation authorize more than one class of shares, then one or more classes of shares must together have unlimited voting rights, and one or more classes of shares which may be the same class or classes as those with voting rights, must together be entitled to receive the net assets of the corporation upon dissolution.
  3. The articles of incorporation may authorize one or more classes of shares that:
    1. Have special, conditional or limited voting rights, or no voting rights, except to the extent prohibited by this chapter;
    2. Are redeemable or convertible as specified in the articles of incorporation:
      1. At the option of the corporation, the shareholder or another person or upon the occurrence of a designated event;
      2. For cash, indebtedness, securities or other property; or
      3. In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
    3. Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or
    4. Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
  4. The description of the designations, preferences, limitations and relative rights of share classes in subsection (3) of this section is not exhaustive.

60.151

Liability of shareholders.

  1. A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.
  2. A shareholder of a corporation is not personally liable for the acts or debts of the corporation merely by reason of being a shareholder.

60.301

Requirement for and duties of board of directors.

  1. Each corporation shall have a board of directors.
  2. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized by ORS 60.265.

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LLC

63.044

Formation.

One or more individuals 18 years of age or older or other entities may form a limited liability company by executing and delivering articles of organization to the office for filing. Organizers need not be members of the limited liability company.

63.057

Operating agreements.

The operating agreement, if any, may provide for the regulation and management of the affairs of the limited liability company in any manner not inconsistent with law or the articles of organization and may be in writing or oral.

63.130

Rights of members and managers; matters requiring consent of all or majority of members.

  1. In a member-managed limited liability company, unless otherwise provided in the articles of organization or any operating agreement:
    1. Each member has equal rights in the management and conduct of the limited liability company's business; and
    2. Except as otherwise provided in subsection (3) of this section, any matter relating to the business of the limited liability company may be decided by a majority of the members.
  2. In a manager-managed limited liability company, unless otherwise provided in the articles of organization or any operating agreement:
    1. Each manager has equal rights in the management and conduct of the limited liability company's business;
    2. Except as otherwise provided in subsections (3) and (4) of this section, any matter relating to the business of the limited liability company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and
    3. A manager:
      1. Must be designated, appointed, elected, removed or replaced by a vote, approval or consent of a majority of the members; and
      2. Holds office until a successor has been elected and qualified, unless the manager sooner resigns or is removed.
  3. Unless otherwise provided in the articles of organization or any operating agreement, the following matters of a member-managed or a manager-managed limited liability company require the consent of all of the members:
    1. The amendment of the operating agreement or the articles of organization under ORS 63.444;
    2. The compromise, as among the members, of an obligation to make a contribution under ORS 63.180 (4) or to return money or other property paid or distributed in violation of any provision of this chapter; and
    3. The consent to dissolve the limited liability company under ORS 63.621 (3).
  4. Unless otherwise provided in the articles of organization or any operating agreement, the following matters of a member-managed or a manager-managed limited liability company require the consent of a majority of the members:
    1. The making of interim distributions under ORS 63.200, including the redemption of an interest;
    2. The admission of a new member;
    3. The use of the limited liability company's property to redeem an interest subject to a charging order;
    4. The sale, lease, exchange, mortgage, pledge or other transfer or disposition of all, or substantially all, of the limited liability company's property, with or without goodwill;
    5. The merger of the limited liability company with any other entity;
    6. The conversion of the limited liability company into any other type of entity;
    7. The incurring of indebtedness by the limited liability company other than in the ordinary course of the business of the limited liability company;
    8. A transaction involving an actual or a potential conflict of interest between a member or a manager and the limited liability company;
    9. A change in the nature of the limited liability company's business; and
    10. Any other matter specified in the articles of organization or any operating agreement as requiring member approval if no number or percentage of members is otherwise stated.
  5. Unless otherwise provided in the articles of organization or any operating agreement, action requiring the consent of members or managers under this chapter may be taken without a meeting.
  6. Unless otherwise provided in the articles of organization or any operating agreement, a member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member's or manager's attorney-in-fact.
  7. Unless the context clearly requires otherwise, references in this chapter to managers apply both to managers of a manager-managed limited liability company and to members of a member-managed limited liability company.

63.165

Liability of members and managers.

  1. The debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the limited liability company. A member or manager is not personally liable for a debt, obligation or liability of the limited liability company solely by reason of being or acting as a member or manager.
  2. The failure of a limited liability company to observe the usual limited liability company formalities or requirements relating to the exercise of its limited liability company powers or management of its business is not a ground for imposing personal liability on the members or managers for liabilities of the limited liability company.