(1) A defective corporate action is not void or voidable if the corporation ratifies the defective corporate action in accordance with ORS § 60.276 or validates the defective corporate action in accordance with ORS § 60.288.

Terms Used In Oregon Statutes 60.273

  • Articles of incorporation: means the articles described in ORS § 60. See Oregon Statutes 60.001
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Share: means a unit into which the proprietary interest in a corporation is divided. See Oregon Statutes 60.001

(2) Ratification under ORS § 60.276 or validation under ORS § 60.288 is not the exclusive means of ratifying or validating a defective corporate action. An absence or failure to ratify or validate a corporate action in accordance with ORS § 60.270 to 60.291 does not:

(a) Affect the validity or effectiveness of a corporate action that is properly ratified under common law or otherwise; or

(b) Create a presumption that the corporate action is or was a defective corporate action or is or was void or voidable.

(3)(a) A putative share becomes a valid share as of the date on which a corporation:

(A) Effectively amends the corporation’s articles of incorporation under this chapter to create, designate or authorize the share; or

(B) Takes another action under ORS § 60.270 to 60.291 to ratify or validate a creation, designation or authorization of the share.

(b) The effective date of a putative share that becomes a valid share in accordance with paragraph (a) of this subsection is the date on which the corporation originally or purportedly issued the putative share. [2019 c.325 § 3]

 

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