(1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation‘s shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.

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Terms Used In Oregon Statutes 60.154

  • 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.
  • Record date: means the date established under this chapter on which a corporation determines the identity of the corporation's shareholders and their shareholdings for purposes of this chapter. See Oregon Statutes 60.001
  • Share: means a unit into which the proprietary interest in a corporation is divided. See Oregon Statutes 60.001

(2) Shares of one class or series may not be issued as a share dividend in respect to shares of another class or series unless the articles of incorporation so authorize, a majority of the votes entitled to be cast by the class or series to be issued approve the issue or there are no outstanding shares of the class or series to be issued.

(3) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend.

(4) For purposes of this section, a share dividend shall include a share split, other than a reverse share split. [1987 c.52 § 40; 1989 c.1040 § 12]