reglab/housing_qa huggingface dataset:
OR Rev Stat § 60.094 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.094 - Corporate name.

(1) A corporate name shall contain one or more of the words "corporation," "incorporated," "company" or "limited" or an abbreviation of one or more of those words. (2) A corporate name shall not contain the word "cooperative." (3) A corporate name shall be written in the alphabet used to write the English language and may include Arabic and Roman numerals and incidental punctuation. (4) A corporate name shall be distinguishable upon the records of the office from any other corporate name, professional corporate name, nonprofit corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered corporate name or assumed business name of active record with the office. (5) The corporate name need not satisfy the requirement of subsection (4) of this section if the applicant delivers to the office a certified copy of a final judgment of a court of competent jurisdiction that finds that the applicant has a prior or concurrent right to use the corporate name in this state. (6) The provisions of this section do not prohibit a corporation from transacting business under an assumed business name. (7) The provisions of this section do not: (a) Abrogate or limit the law governing unfair competition or unfair trade practices; or (b) Derogate from the common law, the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect trade names. [1987 c.52 §26]
OR Rev Stat § 60.097 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.097 - Reserved name.

(1) A person may apply to the Secretary of State to reserve a corporate name. The application must set forth the name and address of the applicant and the name the applicant intends to reserve. (2) If the Secretary of State finds that the corporate name applied for conforms to ORS 60.094, the Secretary of State shall reserve the name for the applicant for a 120-day period. (3) A person may transfer the reservation of a corporate name to another person by delivering to the Secretary of State a notice of the transfer signed by the person for whom the name was reserved and specifying the name and address of the transferee. [1987 c.52 §27; 2017 c.55 §5]
OR Rev Stat § 60.100 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.100

[Amended by 1953 c.549 §138; renumbered 57.815]
OR Rev Stat § 60.101 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.101 - Registered name.

(1) A foreign corporation may apply to the office to register its corporate name. (2) The application must set forth the corporate name, the state or country of its incorporation, the date of its incorporation and a brief description of the nature of the business in which it is engaged and a statement that it is not carrying on or doing business in the State of Oregon. The application must be accompanied by a certificate of existence or a document of similar import current within 60 days of delivery, duly authenticated by the official having custody of corporate records in the state or country under whose law it is incorporated. (3) If the Secretary of State finds that the name conforms to ORS 60.094 the Secretary of State shall register the name effective for one year. [1987 c.52 §28]
OR Rev Stat § 60.111 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.111 - Registered office and registered agent.

(1) A corporation shall continuously maintain in this state a registered agent and registered office that may be, but need not be, the same as any of the corporation’s places of business. The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office. (2) A registered agent must be: (a) An individual who resides in this state and whose business office is identical to the registered office; (b) A domestic corporation, domestic limited liability company, domestic professional corporation or domestic nonprofit corporation, the business office of which is identical to the registered office; or (c) A foreign corporation, foreign limited liability company, foreign professional corporation or foreign nonprofit corporation that is authorized to transact business in this state, the business office of which is identical to the registered office. [1987 c.52 §29; 2001 c.315 §24; 2013 c.158 §20; 2017 c.705 §12]
OR Rev Stat § 60.114 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.114 - Change of registered office or registered agent.

(1) A corporation may change the corporation’s registered office or registered agent by delivering to the Secretary of State for filing a statement of change that: (a) Lists the name of the corporation; (b) Specifies the address, including the street name and number, of the new registered office, if the corporation intends to change the registered office; (c) Specifies the name of the new registered agent and states that the new agent has consented to the appointment, if the corporation intends to change the registered agent; and (d) States that after the change or changes are made the street addresses of the registered office and the business office of the registered agent will be identical. (2) If a registered agent changes the street address of the agent’s business office, the registered agent shall change the street address of the registered office of the corporation for which the agent is the registered agent by delivering: (a) A signed written notice of the change to the corporation; and (b) A signed statement to the Secretary of State that complies with the requirements of subsection (1) of this section and recites that the corporation has been notified of the change. (3) The Secretary of State’s filing of the statement terminates the existing registered office or agent, or both, on the effective date of the filing and establishes the newly appointed registered office or agent, or both, as that of the corporation. [1987 c.52 §30; 2017 c.55 §6]
OR Rev Stat § 60.117 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.117 - Resignation of registered agent.

(1) A registered agent may resign as agent upon delivering a signed statement to the office and giving notice in the form of a copy of the statement to the corporation. The statement may include a statement that the registered office is also discontinued. (2) Upon delivery of the signed statement, the Secretary of State shall file the resignation statement. The copy of the statement given to the corporation under subsection (1) of this section shall be addressed to the corporation at the corporation’s mailing address or the corporation’s principal office as shown by the records of the office of the Secretary of State. (3) The agency appointment is terminated and the registered office discontinued, if so provided, on the 31st day after the date on which the statement was filed by the Secretary of State, unless the corporation shall sooner appoint a successor registered agent as provided in ORS 60.114, thereby terminating the capacity of such agent. [1987 c.52 §31; 1993 c.190 §1]
OR Rev Stat § 60.121 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.121 - Service on corporation.

(1) The registered agent appointed by a corporation shall be an agent of the corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served. (2) The Secretary of State shall be an agent of a corporation including a dissolved corporation upon whom any such process, notice or demand may be served whenever the corporation fails to appoint or maintain a registered agent in this state or whenever the corporation’s registered agent cannot with reasonable diligence be found at the registered office. (3) Service shall be made on the Secretary of State by: (a) Serving the Secretary of State or a clerk on duty at the office a copy of the process, notice or demand, with any papers required by law to be delivered in connection with the service, and the required fee for each party being served or by mailing to the office a copy of the process, notice or demand and the required fee for each party being served by certified or registered mail; (b) Transmittal by the person instituting the proceedings of notice of the service on the Secretary of State and copy of the process, notice or demand and accompanying papers to the corporation being served by certified or registered mail: (A) At the last registered office of the corporation as shown by the records on file in the office of the Secretary of State; and (B) At such address the use of which the person initiating the proceedings knows or, on the basis of reasonable inquiry, has reason to believe is most likely to result in actual notice; and (c) Filing with the appropriate court or other body, as part of the return of service, the return receipt of mailing and an affidavit of the person initiating the proceedings stating that this section has been complied with. (4) The Secretary of State shall keep a record of all processes, notices and demands served upon the Secretary of State under this section. (5) After completion of initial service upon the Secretary of State, no additional documents need be served upon the Secretary of State to maintain jurisdiction in the same proceeding or to give notice of any motion or provisional process. (6) Nothing contained in this section shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law, or enlarge the purposes for which service on the Secretary of State is permitted where such purposes are limited by other provisions of law. [1987 c.52 §32; 2007 c.71 §16]
OR Rev Stat § 60.131 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.131 - Authorized shares.

(1)(a) Articles of incorporation must prescribe the classes of shares and the number of shares of each class that a corporation may issue. (b) A corporation may not issue a document that entitles an unidentified individual or entity that possesses the document to a share in the corporation. (c) If the corporation may issue more than one class of shares, the articles of incorporation must prescribe a distinguishing designation for each class, and before shares of a class are issued, the preferences, limitations and relative rights of the class must be described in the articles of incorporation. All shares of a class must have preferences, limitations and relative rights identical to the preferences, limitations and relative rights of other shares of the same class except to the extent otherwise permitted by ORS 60.134 and 60.157. (2) If the articles of incorporation authorize only one class of shares, that class has unlimited voting rights and rights to receive the net assets of the corporation upon dissolution. If the articles of incorporation authorize more than one class of shares, then one or more classes of shares must together have unlimited voting rights, and one or more classes of shares which may be the same class or classes as those with voting rights, must together be entitled to receive the net assets of the corporation upon dissolution. (3) The articles of incorporation may authorize one or more classes of shares that: (a) Have special, conditional or limited voting rights, or no voting rights, except to the extent prohibited by this chapter; (b) Are redeemable or convertible as specified in the articles of incorporation: (A) At the option of the corporation, the shareholder or another person or upon the occurrence of a designated event; (B) For cash, indebtedness, securities or other property; or (C) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events; (c) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or (d) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation. (4) The description of the designations, preferences, limitations and relative rights of share classes in subsection (3) of this section is not exhaustive. [1987 c.52 §33; 1989 c.4 §9; 1989 c.1040 §9; 2017 c.705 §13]
OR Rev Stat § 60.134 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.134 - Terms of class or series determined by board of directors.

(1) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations and relative rights, subject to the requirements of ORS 60.131, of any class of shares before the issuance of any shares of that class or one or more series within a class before the issuance of any shares of that series. (2) Each series of a class must be given a distinguishing designation. (3) All shares of a series must have preferences, limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, of those of other series of the same class. (4) Before issuing any shares of a class or series created under this section, the corporation must deliver to the office for filing, articles of amendment which are effective without shareholder action, that set forth: (a) The name of the corporation; (b) The text of the amendment determining the terms of the class or series of shares; (c) The date it was adopted; and (d) A statement that the amendment was duly adopted by the board of directors. [1987 c.52 §34; 1989 c.1040 §10]
OR Rev Stat § 60.137 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.137 - Issued and outstanding shares.

(1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or canceled. (2) The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of subsection (3) of this section and ORS 60.177 and 60.181. (3) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding. [1987 c.52 §35]
OR Rev Stat § 60.141 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.141 - Fractional shares.

(1) A corporation may: (a) Issue fractions of a share or pay in money the value of fractions of a share; (b) Arrange for disposition of fractional shares by the shareholders; and (c) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share. (2) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by ORS 60.161 (2). (3) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, receive dividends and participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them. (4) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including: (a) That the scrip will become void if not exchanged for full shares before a specified date; and (b) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders. [1987 c.52 §36]
OR Rev Stat § 60.144 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.144 - Subscription for shares before incorporation.

(1) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (2) The board of directors may determine the payment term of subscriptions for shares that were entered into before incorporation unless the subscription agreement specifies the payment term. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise. (3) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement. (4) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement if the debt remains unpaid more than 20 days after the corporation sends a written demand for payment to the subscriber. (5) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to ORS 60.147. [1987 c.52 §37; 2017 c.55 §7]
OR Rev Stat § 60.147 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.147 - Issuance of shares.

(1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (2) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation. (3) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable. A record of action by the board of directors authorizing the issuance of shares for a specified consideration may be relied upon in concluding that shares are validly issued, fully paid and nonassessable. (4) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable. (5) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note or make other arrangements to restrict the transfer of shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid or the benefits received. If the services are not performed, the note is not paid or the benefits are not received, the shares placed in escrow or restricted and the distributions credited may be canceled in whole or in part. [1987 c.52 §38; 1989 c.1040 §11]
OR Rev Stat § 60.151 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.151 - Liability of shareholders.

(1) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement. (2) A shareholder of a corporation is not personally liable for the acts or debts of the corporation merely by reason of being a shareholder. [1987 c.52 §39]
OR Rev Stat § 60.154 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.154 - Share dividends.

(1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend. (2) Shares of one class or series may not be issued as a share dividend in respect to shares of another class or series unless the articles of incorporation so authorize, a majority of the votes entitled to be cast by the class or series to be issued approve the issue or there are no outstanding shares of the class or series to be issued. (3) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend. (4) For purposes of this section, a share dividend shall include a share split, other than a reverse share split. [1987 c.52 §40; 1989 c.1040 §12]
OR Rev Stat § 60.157 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 060 - Private Corporations|Section 60.157 - Share rights, options, warrants and other equity compensation; designation by officers.

(1) A corporation may issue rights, options or warrants for purchasing shares of the corporation. The board of directors shall determine the terms upon which the corporation issues the rights, options or warrants. The board shall also determine the form and content of the rights, options and warrants and the consideration for which the shares are to be issued. (2) Rights, options or warrants issued to the holders of all shares of any class do not conflict with the provisions of ORS 60.131 (1) if the terms and conditions of the rights, options or warrants include restrictions or conditions that: (a) Preclude or limit a person’s exercising, transferring or receiving rights, options or warrants if the person owns or offers to acquire a specified number or percentage of the outstanding stock or other securities of the corporation or any transferee of the person; or (b) Invalidate or void the rights, options or warrants that the person or a transferee holds. (3)(a) The board of directors may authorize one or more officers of the corporation to: (A) Designate recipients of rights, options, warrants or other equity compensation awards for purchasing or receiving shares; and (B) Determine, in accordance with amounts or limitations the board establishes, the number of, and the terms under which the recipient may receive, rights, options, warrants or other equity compensation awards. (b) An officer to whom the board gives the authority described in this subsection may not use the authority to designate the officer or other persons the board identifies as ineligible to receive the rights, options, warrants or other equity compensation awards described in this subsection. [1987 c.52 §41; 1989 c.4 §10; 2013 c.201 §1]