Oregon Statutes 60.285 – Corrected corporate action; validity; effective date
(1) On and after the date on which a corporation ratifies a defective corporate action under ORS § 60.276 or validates a defective corporate action under ORS § 60.288, the defective corporate action becomes a corrected corporate action and, notwithstanding the 120-day period provided in ORS § 60.291 for challenges to the ratification:
Terms Used In Oregon Statutes 60.285
- 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.
- Proceeding: means a civil, criminal, administrative or investigatory action. See Oregon Statutes 60.001
- Share: means a unit into which the proprietary interest in a corporation is divided. See Oregon Statutes 60.001
(a) A corrected corporate action is not void or voidable and is effective as of the date of the defective corporate action.
(b) A putative share or a fraction of a putative share, the issuance of which a corrected corporate action ratifies or validates, is not void or voidable and is a valid share or fraction of a share that is effective as of the date of the putative share’s issuance.
(c) A defective corporate action that results directly or indirectly from a previous defective corporate action, or a corporate action that a corporation takes in reliance on the previous defective corporate action, is valid and effective as of the date the corporation took the corporate action or the defective corporate action if the corporation ratified the previous defective corporate action under ORS § 60.276 or validated the previous defective corporate action under ORS § 60.288.
(2) A corporation’s ratification, validation or other approval of a corporate action under ORS § 60.270 to 60.291 and a determination, finding, order or judgment in a proceeding under ORS § 60.291 does not affect a cause of action or remedy, other than a cause of action or remedy under ORS § 60.291, that relates to the corporate action or the corporation’s ratification, validation or other approval of the corporate action under ORS § 60.270 to 60.291. [2019 c.325 § 7]