(1)(a) Articles of incorporation must prescribe the classes of shares and the number of shares of each class that a corporation may issue.

Terms Used In Oregon Statutes 60.131

  • Articles of incorporation: means the articles described in ORS § 60. See Oregon Statutes 60.001
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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.
  • Entity: means a corporation, foreign corporation, nonprofit corporation, profit or nonprofit unincorporated association, business trust, 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 and any foreign government. See Oregon Statutes 60.001
  • Individual: means a natural person or the estate of an incompetent individual or a deceased individual. See Oregon Statutes 60.001
  • Person: means an individual or entity. See Oregon Statutes 60.001
  • Share: means a unit into which the proprietary interest in a corporation is divided. See Oregon Statutes 60.001
  • Shareholder: means a person in whose name a share is registered in the records of a corporation or the beneficial owner of a share to the extent of the rights granted by a nominee certificate on file with a corporation. See Oregon Statutes 60.001

(b) A corporation may not issue a document that entitles an unidentified individual or entity that possesses the document to a share in the corporation.

(c) If the corporation may issue more than one class of shares, the articles of incorporation must prescribe a distinguishing designation for each class, and before shares of a class are issued, the preferences, limitations and relative rights of the class must be described in the articles of incorporation. All shares of a class must have preferences, limitations and relative rights identical to the preferences, limitations and relative rights 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:

(a) Have special, conditional or limited voting rights, or no voting rights, except to the extent prohibited by this chapter;

(b) Are redeemable or convertible as specified in the articles of incorporation:

(A) At the option of the corporation, the shareholder or another person or upon the occurrence of a designated event;

(B) For cash, indebtedness, securities or other property; or

(C) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;

(c) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or

(d) 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. [1987 c.52 § 33; 1989 c.4 § 9; 1989 c.1040 § 9; 2017 c.705 § 13]

 

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