Oregon Statutes 65.491 – Articles and plan of merger
(1) After the board of directors of each merging corporation and, if required under ORS § 65.487, the members of each merging corporation and any other persons that must approve a plan of merger approve the plan, the surviving corporation shall deliver to the Secretary of State for filing:
Terms Used In Oregon Statutes 65.491
- Articles of merger: means the articles of merger described in ORS § 65. See Oregon Statutes 65.001
- Board of directors: means the individual or individuals who are vested with overall management of the affairs of a domestic corporation or foreign corporation, irrespective of the name that designates the individual or individuals. See Oregon Statutes 65.001
- Class: means a group of memberships that have the same rights, including rights that are determined by a formula that is applied uniformly, with respect to voting, dissolution, redemption and transfer. 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
- Deliver: means to transfer by any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission. See Oregon Statutes 65.001
- Entity: means a domestic corporation, foreign corporation, business corporation and foreign business corporation, profit and nonprofit unincorporated association, corporation sole, business trust, partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government and any foreign government. See Oregon Statutes 65.001
- Person: means an individual or an entity. See Oregon Statutes 65.001
- Vote: means an authorization by written ballot or written consent, where permitted, or by another method that a corporation specifies as an authorization. See Oregon Statutes 65.001
- Written: means embodied as a document. See Oregon Statutes 65.001
(a) Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger;
(b) A plan of merger or, in lieu of a plan of merger, a written declaration that:
(A) Identifies an address for an office of the surviving entity where the plan of merger is on file; and
(B) States that the surviving entity will provide any owner or shareholder of any constituent entity with a copy of the plan of merger upon request and at no cost;
(c) A written declaration that:
(A) States that a sufficient vote of the board of directors of each corporation approved the plan of merger, if the approval of members was not required; or
(B) Sets forth, if the members of one or more corporations were required to approve the plan of merger:
(i) The designation and number of members of each class entitled to vote separately on the plan and the number of votes each class is entitled to cast; and
(ii) The total number of votes that each class entitled to vote separately on the plan cast for and against the plan;
(d) A written declaration that states that a person or persons other than the members of the board approved the plan, if required under ORS § 65.487 (1)(c); and
(e) A written declaration that states that the Attorney General approved the plan, if the plan required the Attorney General’s approval.
(2) Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed. [1989 c.1010 § 121; 2015 c.28 § 5; 2019 c.174 § 84]