Oregon Statutes 63.494 – Articles and plan of merger
(1) After each business entity that is a party to a merger approves a plan of merger, the surviving business entity shall deliver to the office of the Secretary of State for filing:
Terms Used In Oregon Statutes 63.494
- Entity: means a domestic or foreign limited liability company, corporation, professional corporation, foreign corporation, domestic or foreign nonprofit corporation, domestic or foreign cooperative corporation, profit or nonprofit unincorporated association, business trust, domestic or foreign general or limited partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government or any foreign government. See Oregon Statutes 63.001
- Member: means a person with both an ownership interest in a limited liability company and all the rights and obligations of a member specified under this chapter. See Oregon Statutes 63.001
- Party: includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding. See Oregon Statutes 63.001
(a) Articles of merger that set forth 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;
(b) A plan of merger or, in lieu of a plan of merger, a written declaration that:
(A) Identifies an address for an office of the surviving entity where the plan of merger is on file; and
(B) States that the surviving entity will provide any owner, member or shareholder of any constituent entity with a copy of the plan of merger upon request and at no cost; and
(c) A written declaration that states that each business entity that is a party to the merger duly authorized and approved the plan of merger in accordance with ORS § 63.487.
(2) The merger takes effect on the later of the date and time determined in accordance with ORS § 63.011 or the date and time determined under the statutes that govern any party to the merger that is a business entity other than a limited liability company. [1993 c.173 § 92; 1999 c.362 § 38; 2015 c.28 § 4]