Oregon Statutes 65.497 – Merger with foreign corporation
(1) Except as provided in ORS § 65.484, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:
Terms Used In Oregon Statutes 65.497
- 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
- Nonprofit corporation: means a mutual benefit corporation, a public benefit corporation or a religious corporation. See Oregon Statutes 65.001
- Proceeding: means a civil, criminal, administrative or investigatory action. See Oregon Statutes 65.001
- Service of process: The service of writs or summonses to the appropriate party.
(a) The merger is permitted by the law of the state or country under whose law each foreign business or nonprofit corporation is incorporated and each foreign business or nonprofit corporation complies with that law in effecting the merger;
(b) The foreign business or nonprofit corporation complies with ORS § 65.491 if it is the surviving corporation of the merger; and
(c) Each domestic nonprofit corporation complies with the applicable provisions of ORS § 65.481 to 65.487 and, if it is the surviving corporation of the merger, with ORS § 65.491.
(2) Upon the merger taking effect, a surviving foreign business or nonprofit corporation is deemed to have irrevocably appointed the Secretary of State as its agent for service of process in any proceeding brought against it. [1989 c.1010 § 123]
[1989 c.1010 § 124; repealed by 2019 c.174 § 113]