Oregon Statutes 60.494 – Articles and plan of merger or share exchange
(1) After the owners of each business entity approve a plan of merger or share exchange, or a board of directors adopts the plan of merger or share exchange if shareholder approval is not required, the surviving or acquiring business entity shall deliver to the office of the Secretary of State for filing:
Terms Used In Oregon Statutes 60.494
- 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
- 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
- Written: means embodied as a document. See Oregon Statutes 60.001
(a) Articles of merger or articles of share exchange that set forth:
(A) 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; or
(B) The name of the corporation that intends to acquire shares in a share exchange and the name of the corporation whose shares will be acquired;
(b) A plan of merger or plan of share exchange, as appropriate, or in lieu of a plan of merger or plan of share exchange, a written declaration that:
(A) Identifies an address for an office of the surviving entity where the plan of merger or plan of share exchange is on file; and
(B) States that the surviving entity will provide any owner or shareholder of any constituent entity with a copy of the plan of merger or plan of share exchange upon request and at no cost; and
(c) A written declaration that states that:
(A) Each corporation that is a party to the merger or share exchange:
(i) Obtained the requisite shareholder approval; or
(ii) Did not require shareholder approval.
(B) Each business entity, other than a corporation, that is a party to the merger or share exchange obtained authorization and approval in accordance with the statutes that govern the business entity.
(2) The merger or share exchange takes effect on the later of the date and time determined in accordance with ORS § 60.011 or the date and time determined in accordance with the statutes governing any business entity, other than a corporation, that is a party to the merger. [1987 c.52 § 119; 1999 c.362 § 13; 2001 c.104 § 18; 2001 c.315 § 1; 2015 c.28 § 2]