Oregon Statutes 60.531 – Sale of assets in regular course of business; mortgage of assets
(1) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:
Terms Used In Oregon Statutes 60.531
- 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.
- 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
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. Source: FDIC
(a) Sell, lease, exchange or otherwise dispose of all or substantially all of its property in the usual and regular course of business;
(b) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or
(c) Transfer any or all of its property to a corporation all the shares of which are owned by the corporation.
(2) Unless required by the articles of incorporation, approval by the shareholders of a transaction described in subsection (1) of this section is not required. [1987 c.52 § 122]