(1)(a) Notwithstanding ORS § 60.074 (2), a corporation incorporated under ORS Chapter 60 is a benefit company under ORS § 60.750 to 60.770 if the corporation’s articles of incorporation state that the corporation is a benefit company subject to ORS § 60.750 to 60.770.

Terms Used In Oregon Statutes 60.754

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • 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
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC

(b) Notwithstanding ORS § 63.074 (3), a limited liability company organized under ORS Chapter 63 is a benefit company under ORS § 60.750 to 60.770 if the limited liability company’s articles of organization state that the limited liability company is a benefit company subject to ORS § 60.750 to 60.770.

(2)(a) A corporation that is incorporated under ORS Chapter 60 may become a benefit company by amending the corporation’s articles of incorporation to state, in addition to the requirements set forth in ORS § 60.047, that the corporation is a benefit company subject to ORS § 60.750 to 60.770. The amendment to the articles of incorporation must be approved by a minimum status vote.

(b) A limited liability company that is organized under ORS Chapter 63 may become a benefit company by amending the limited liability company’s articles of organization to state, in addition to the requirements set forth in ORS § 63.047, that the limited liability company is a benefit company subject to ORS § 60.750 to 60.770. The amendment to the articles of organization must be approved by a minimum status vote.

(3) A benefit company may be formed by means of a conversion if articles of conversion that state that the converted entity will be a benefit company that is subject to ORS § 60.750 to 60.770 are approved by a minimum status vote.

(4) An entity that is not a benefit company may become a benefit company by merging or exchanging equity interests with a benefit company if the shareholders or holders of equity interests of the entity that is not the benefit company approve, by a minimum status vote, a plan of merger or a plan for exchanging equity interests with a benefit company under which the surviving entity will be a benefit company.

(5) A benefit company may become an entity other than a benefit company only if an action to remove from the articles of incorporation, articles of organization or articles of conversion the provision that states that the entity is a benefit company subject to ORS § 60.750 to 60.770 is approved by a minimum status vote.

(6)(a) A plan for a benefit company must be approved by a minimum status vote if the plan would:

(A) Merge the benefit company with an entity that is not a benefit company, if the surviving entity would not be a benefit company;

(B) Provide for exchanging equity interests with an entity that is not a benefit company, if the exchange would create an entity that is not a benefit company and that would hold substantially all of the benefit company’s assets;

(C) Convert the benefit company to an entity that is not a benefit company; or

(D) Otherwise cause ORS § 60.750 to 60.770 not to apply to the benefit company.

(b) A sale, lease, exchange or other disposition of all or substantially all of a benefit company’s assets must be approved by a minimum status vote unless the benefit company conducts the sale, lease, exchange or other disposition in the ordinary course of the benefit company’s business.

(7) A provision of a benefit company’s articles of incorporation, articles of organization, articles of conversion or plan described in subsection (6) of this section may be inconsistent with or supersede a provision of ORS § 60.750 to 60.770 only to the extent that the provision in the articles of incorporation, articles of organization, articles of conversion or plan imposes a more stringent requirement on the benefit company, in keeping with the purposes set forth in ORS § 60.750 to 60.770, than a provision of ORS § 60.750 to 60.770 imposes. [2013 c.269 § 3]

 

See note under 60.750.

 

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