Oregon Statutes 60.481 – Merger
(1)(a) One or more business entities may merge into a corporation organized under this chapter if the merger is permitted by the statutes governing each other business entity that is a party to the merger, a plan of merger is approved by each business entity that is a party to the merger and articles of merger are filed. A corporation organized under this chapter may be merged into a business entity organized under the laws of this state or under the laws of another jurisdiction, other than a foreign corporation, if:
Terms Used In Oregon Statutes 60.481
- Articles of incorporation: means the articles described in ORS § 60. See Oregon Statutes 60.001
- 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
- Foreign corporation: means a corporation for profit that is incorporated under laws other than the laws of the state. See Oregon Statutes 60.001
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
(A) The merger is permitted by the laws of this state or by the laws of the other jurisdiction that govern the other business entity;
(B) A plan of merger is approved by each business entity that is a party to the merger;
(C) Articles of merger are filed in this state; and
(D) The corporation complies with all requirements imposed under the laws of this state and, if applicable, the laws of the other jurisdiction with respect to the merger.
(b) A merger of one or more domestic corporations with one or more foreign corporations is governed by ORS § 60.501.
(2) The plan of merger shall set forth:
(a) The name and type of each business entity planning to merge;
(b) The name and type of the business entity that will survive;
(c) A summary of the material terms and conditions of the merger;
(d) The manner and basis of converting the shares or other ownership interests of each owner into shares, ownership interests or obligations of the surviving business entity or any other business entity, or into cash or other property in whole or in part; and
(e) If any party is a business entity other than a corporation, any additional information required for a merger by the statutes governing that business entity.
(3) The plan of merger may set forth:
(a) Amendments to the articles of incorporation of a corporation, if the corporation is the surviving business entity; and
(b) Other provisions relating to the merger.
(4) One or more corporations may merge with a nonprofit corporation under ORS § 65.481 to 65.504. [1987 c.52 § 115; 1989 c.1010 § 176; 1991 c.883 § 9; 1999 c.362 § 11; 2001 c.315 § 13; 2003 c.80 § 16]