Oregon Statutes 65.481 – Approval of plan of merger
(1) Subject to the limitations set forth in ORS § 65.484, one or more nonprofit corporations may merge with a business or nonprofit corporation, if the plan of merger is approved as provided in ORS § 65.487.
Terms Used In Oregon Statutes 65.481
- Articles of incorporation: means the articles of incorporation described in ORS § 65. See Oregon Statutes 65.001
- 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.
- Corporation: means a domestic corporation or a foreign corporation. See Oregon Statutes 65.001
- Religious corporation: means a domestic corporation that is formed as a religious corporation under ORS § 65. See Oregon Statutes 65.001
(2) The plan of merger must set forth:
(a) The name of each business or nonprofit corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;
(b) The terms and conditions of the merger;
(c) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and
(d) If the merger involves a mutual benefit or business corporation, the manner and basis, if any, of converting the memberships or shares of each merging corporation into memberships, obligations, shares or other securities of the surviving or any other corporation or into cash or other property in whole or part.
(3) The plan of merger may set forth:
(a) Amendments to the articles of incorporation of the surviving corporation; and
(b) Other provisions relating to the merger. [1989 c.1010 § 118]