Oregon Statutes 60.047 – Articles of incorporation
(1) Articles of incorporation must set forth:
Terms Used In Oregon Statutes 60.047
- Articles of incorporation: means the articles described in ORS § 60. See Oregon Statutes 60.001
- Authorized shares: means the shares of all classes that a domestic or foreign corporation is authorized to issue. 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.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Distribution: means a direct or indirect transfer of money or other property, except of a corporation's own shares, or a corporation's incurrence of indebtedness to or for the benefit of the corporation's shareholders in respect of any of the corporation's shares, in the form of a declaration or payment of a dividend, a purchase, redemption or other acquisition of shares, a distribution of indebtedness, or otherwise. 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
- Principal office: means the physical street address of an office, in or out of this state, where the principal executive offices of a domestic or foreign corporation are located and designated in the annual report or in the application for authority to transact business in this state. 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
(a) A corporate name for the corporation that satisfies the requirements of ORS § 60.094;
(b) The number of shares the corporation is authorized to issue;
(c) The address, including street and number, and mailing address, if different, of the corporation’s initial registered office and the name of the corporation’s initial registered agent at the initial registered office;
(d) The name and address of each incorporator;
(e) A mailing address to which notices, as required by this chapter, may be mailed until the corporation designates an address in the corporation’s annual report;
(f) The initial physical street address, including the number and name of the street, and the mailing address, if different, of the corporation’s principal office; and
(g) The name and address of at least one individual who is a director or controlling shareholder of the corporation or an authorized representative with direct knowledge of the operations and business activities of the corporation.
(2) The articles of incorporation may set forth:
(a) The names of the initial directors;
(b) The addresses of the initial directors;
(c) Provisions regarding:
(A) The purpose or purposes for which the corporation is organized;
(B) Managing the business and regulating the affairs of the corporation;
(C) Defining, limiting and regulating the powers of the corporation, the board of directors and shareholders; and
(D) A par value for authorized shares or classes of shares;
(d) A provision eliminating or limiting the personal liability of a director to the corporation or the corporation’s shareholders for monetary damages for conduct as a director, provided that the provision does not eliminate or limit the liability of a director for any act or omission that occurs before the date on which the provision becomes effective and the provision does not eliminate or limit the liability of a director for:
(A) Any breach of the director’s duty of loyalty to the corporation or the corporation’s shareholders;
(B) Acts or omissions that are not in good faith or that involve intentional misconduct or a knowing violation of law;
(C) Any unlawful distribution under ORS § 60.367; or
(D) Any transaction from which the director derived an improper personal benefit;
(e) A provision authorizing or directing the corporation to conduct the business of the corporation in a manner that is environmentally and socially responsible; and
(f) Any provision that under this chapter is required or permitted to be set forth in the bylaws.
(3) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. [1987 c.52 § 16; 1989 c.1040 § 7; 1991 c.883 § 1; 2007 c.254 § 1; 2017 c.705 § 10]
[Repealed by 1953 c.549 § 138]