reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.671 - Judgment of dissolution.

(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in ORS 60.661 or 60.952 (2)(m) exist, it may enter a judgment dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the judgment to the office for filing. The Secretary of State shall file the certified copy of the judgment.
(2) After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the corporation’s business and affairs in accordance with ORS 60.637 and the notification of claimants in accordance with ORS 60.641 and 60.644. [1987 c.52 §153; 2001 c.315 §63; 2003 c.576 §323]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.674 - Asset distribution; deposit with State Treasurer; claims.

Assets of a dissolved corporation that should be distributed to a creditor, claimant or shareholder of the corporation who cannot be found shall be reduced to cash and, within one year after the final distribution in such liquidation or winding up is payable, deposited with the State Treasurer. The receiver or other liquidating agent shall prepare in duplicate and under oath a statement containing the names and last-known addresses of the persons entitled to such funds. One of the statements shall be filed with the State Treasurer with the cash and another shall be delivered to the office for filing. The person entitled to the distribution may file a claim with the State Treasurer in the manner provided by ORS 98.392 and 98.396. [1987 c.52 §154; 1993 c.694 §34; 2019 c.678 §47]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.701 - Authority to transact business required.

(1) A foreign corporation may not transact business in this state until it has been authorized to do so by the Secretary of State.
(2) The following activities among others, do not constitute transacting business within the meaning of subsection (1) of this section:
(a) Maintaining, defending or settling any proceeding.
(b) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.
(c) Maintaining bank accounts.
(d) Maintaining offices or agencies for the transfer, exchange and registration of the corporation’s own securities or maintaining trustees or depositaries with respect to those securities.
(e) Selling through independent contractors.
(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
(g) Creating or acquiring indebtedness, mortgages and security interests in real or personal property.
(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
(i) Owning without more real or personal property.
(j) Conducting an isolated transaction that is completed within 30 days and is not one in the course of repeated transactions of a like nature.
(k) Transacting business in interstate commerce.
(3) The list of activities in subsection (2) of this section is not exhaustive. [1987 c.52 §155]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.704 - Consequences of transacting business without authority.

(1) A foreign corporation transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any court in this state until it obtains authorization from the Secretary of State to transact business in this state.
(2) The successor to a foreign corporation that transacted business in this state without authority to transact business in this state and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains authorization from the Secretary of State to transact business in this state.
(3) A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires authorization from the Secretary of State to transact business in this state. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the authorization.
(4) A foreign corporation that transacts business in this state without authority shall be liable to this state for the years or parts thereof during which it transacted business in this state without authority in an amount equal to all fees that would have been imposed by this chapter upon such corporation had it duly applied for and received authority to transact business in this state as required by this chapter and thereafter filed all reports required by this chapter.
(5) Notwithstanding subsections (1) and (2) of this section, the failure of a foreign corporation to obtain authority to transact business in this state does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state. [1987 c.52 §156]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.707 - Application for authority to transact business.

(1) A foreign corporation may apply for authority to transact business in this state by delivering an application to the office of the Secretary of State for filing. The application must set forth:
(a) The name of the foreign corporation or, if the name the foreign corporation uses is unavailable for filing in this state, another corporate name that satisfies the requirements of ORS 60.717;
(b) The name of the state or country under whose law the foreign corporation is incorporated;
(c) The foreign corporation’s registry number in the state or country under whose law the foreign corporation is incorporated;
(d) The foreign corporation’s date of incorporation and period of duration if the period is not perpetual;
(e) The address, including street and number and mailing address, if different, of the foreign corporation’s principal office;
(f) The address, including street and number, of the foreign corporation’s registered office in this state and the name of the foreign corporation’s registered agent at the registered office; and
(g) The names and respective addresses of the president and secretary of the foreign corporation.
(2)(a) Except as provided in paragraph (b) of this subsection, the foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, current within 60 days of delivery and authenticated by the official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated.
(b) A foreign corporation need not submit a certificate of existence or document in accordance with paragraph (a) of this subsection if the official who has custody of corporate records in the state or country under whose law the foreign corporation is incorporated provides free access via the Internet to a searchable database that contains evidence of corporate registrations. [1987 c.52 §157; 2011 c.147 §4]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.711 - Amendment to application for authority.

(1) A foreign corporation authorized to transact business in this state shall deliver an amendment to the application for authority to transact business in this state to the office for filing if it changes:
(a) Its corporate name as shown on the records of the office; or
(b) The period of its duration.
(2) The amendment to the application for authority to transact business in this state shall set forth its corporate name shown on the records of the office and the new corporate name or the new period of duration. The corporate name as changed must satisfy the requirements of ORS 60.717. [1987 c.52 §158]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.714 - Effect of authority.

(1) A foreign corporation authorized to transact business in this state has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties and liabilities now or later imposed on, a domestic corporation of like character.
(2) The filing by the Secretary of State of an application or amendment to the application for authority to transact business shall constitute authorization to transact business in this state, subject to the right of the Secretary of State to revoke the authorization.
(3) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state. [1987 c.52 §159]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.717 - Corporate name of foreign corporation.

(1) Except as provided in subsections (2) and (3) of this section, the Secretary of State shall not authorize a foreign corporation to transact business in this state if the corporate name of the corporation does not conform to ORS 60.094.
(2) The name of the corporation must contain a word or abbreviation required by ORS 60.094 (1) unless the corporate name contains some other word, phrase or abbreviation that the laws of the place of incorporation require to denote a person of limited liability.
(3) If a 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 is not distinguishable on the records of the office from the corporate name of the applicant foreign corporation, the Secretary of State shall not authorize the applicant to transact business in this state unless the foreign corporation states the corporate name on the application for authority to transact business in this state under ORS 60.707 as (name under which incorporated), a corporation of (place of incorporation), the entirety of which shall be the real and true name of the corporation under ORS chapter 648.
(4) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of this section, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of this section and ORS 60.711. [1987 c.52 §160]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.721 - Registered office and registered agent of foreign corporation.

Each foreign corporation authorized to transact business in this state must continuously maintain in this state:
(1) A registered office that may be, but need not be, the same as any of its places of business; and
(2) A registered agent who may 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 whose business office is identical to the registered office; or
(c) A foreign corporation, foreign limited liability company, foreign professional corporation or foreign nonprofit corporation authorized to transact business in this state whose business office is identical to the registered office. [1987 c.52 §161; 2001 c.315 §25]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.724 - Change of registered office or registered agent of foreign corporation.

(1) A foreign corporation authorized to transact business in this state may change the foreign 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 foreign corporation;
(b) Specifies the street 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 a statement 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 foreign corporation for which the agent is the registered agent by delivering:
(a) A signed written notice of the change to the foreign 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 foreign corporation. [1987 c.52 §162; 2017 c.55 §15]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.727 - Resignation of registered agent of foreign corporation.

(1) The registered agent of a foreign corporation 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 foreign corporation. The statement of resignation may include a statement that the registered office is also discontinued.
(2) Upon the delivery of the signed statement, the Secretary of State shall file the resignation statement. The copy of the statement given to the foreign corporation under subsection (1) of this section shall be addressed to the foreign corporation at the foreign corporation’s mailing address or the foreign corporation’s principal office as shown on the records of the office of the Secretary of State.
(3) The agency appointment is terminated and the registered office discontinued if so provided in the signed statement under subsection (1) of this section on the 31st day after the date on which the statement was filed by the Secretary of State unless the foreign corporation has previously appointed a successor registered agent, as provided in ORS 60.724 thereby terminating the capacity of such agent. [1987 c.52 §163; 1993 c.190 §3]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.731 - Service on foreign corporation.

(1) The registered agent appointed by a foreign corporation authorized to transact business in this state shall be an agent of such 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 foreign corporation upon whom any process, notice or demand may be served, if:
(a) The corporation is authorized to transact business in this state, and it fails to appoint or maintain a registered agent in this state, or its registered agent cannot with reasonable diligence be found at the registered office;
(b) The corporation’s authority to transact business in this state has been revoked;
(c) The corporation is transacting business in this state without being authorized as provided in this chapter;
(d) The corporation has been authorized to transact business in this state and has withdrawn; or
(e) The corporation has transacted business in this state without being authorized to do so, has ceased to transact business and has become subject to service on the Secretary of State as prescribed in this chapter.
(3) Service on the Secretary of State of any such process, notice or demand shall be made in the same manner as provided in ORS 60.121 (3), except that when the corporation served is not authorized to transact business in this state and was not authorized to transact business in this state at the time the transaction, event or occurrence upon which the proceeding is based occurred, the copy of the process, notice or demand shall be sent immediately by registered or certified mail by the plaintiff or the attorney of the plaintiff to the principal office or place of business of the corporation, instead of the last registered office of the corporation.
(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 to 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 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 §164]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.734 - Withdrawal of foreign corporation.

(1) A foreign corporation authorized to transact business in this state may withdraw from transacting business in this state by applying to the office for withdrawal. The application shall set forth:
(a) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(b) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(c) That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(d) A mailing address to which the person initiating any proceedings may mail to the foreign corporation a copy of any process served on the Secretary of State under paragraph (c) of this subsection; and
(e) A commitment to notify the Secretary of State for a period of five years from the date of withdrawal of any change in its mailing address.
(2) Upon filing by the Secretary of State of the application to withdraw, the authority of the foreign corporation to transact business in this state shall cease. [1987 c.52 §165]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.737 - Grounds for revocation.

The Secretary of State may commence a proceeding under ORS 60.741 to revoke the authority of a foreign corporation to transact business in this state if:
(1) The foreign corporation does not deliver the corporation’s annual report to the Secretary of State within the time prescribed by this chapter;
(2) The foreign corporation does not pay within the time prescribed by this chapter any fees imposed by this chapter;
(3) The foreign corporation fails to comply with an order from the Secretary of State under ORS 60.032 (1);
(4) The foreign corporation has failed to appoint or maintain a registered agent or registered office in this state as prescribed by this chapter;
(5) The foreign corporation does not inform the Secretary of State under ORS 60.724 or 60.727 that the corporation’s registered agent or registered office has changed, that the registered agent has resigned or that the registered office has been discontinued;
(6) An incorporator, director, officer or agent of the foreign corporation signed a document knowing the document was false in any material respect with intent that the document be delivered to the office for filing; or
(7) The Secretary of State receives a duly authenticated certificate from the official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that the foreign corporation has been dissolved or disappeared as the result of a merger. [1987 c.52 §166; 2017 c.705 §16]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.741 - Procedure for and effect of revocation.

(1) If the Secretary of State determines that one or more grounds exist under ORS 60.737 for revocation of authority of a foreign corporation to transact business in this state, the Secretary of State shall give the foreign corporation written notice of the determination.
(2) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 45 days after notice is given, the Secretary of State shall revoke the foreign corporation’s authority.
(3) The authority of a foreign corporation to transact business in this state ceases as of the date of revocation of its authority to transact business in this state.
(4) The Secretary of State’s revocation of a foreign corporation’s authority to transact business in this state appoints the Secretary of State the foreign corporation’s agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state.
(5) Revocation of a foreign corporation’s authority to transact business in this state terminates the authority of the registered agent of the corporation. [1987 c.52 §167; 1993 c.190 §4]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.744 - Appeal from revocation.

In addition to any other legal remedy which may be available, a foreign corporation shall have the right to appeal the Secretary of State’s revocation of its authority to transact business in this state pursuant to the provisions of ORS chapter 183. [1987 c.52 §168]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.747 - Reinstatement of authority.

(1) A foreign corporation which has had its authority revoked under ORS 60.737 may apply to the Secretary of State for reinstatement within five years from the date of revocation. The application shall:
(a) State the name of the corporation and the effective date its authority was revoked; and
(b) State that the ground or grounds for revocation of authority either did not exist or have been eliminated.
(2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section, that the information is correct and that the corporation’s name satisfies the requirements of ORS 60.717, the Secretary of State shall reinstate the authority.
(3) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation of authority and the corporation resumes carrying on its business as if the administrative revocation of authority had never occurred. [1989 c.1040 §33; 1995 c.215 §8]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.750 - Definitions for ORS 60.750 to 60.770.

As used in ORS 60.750 to 60.770:
(1) "Benefit company" means a corporation or a limited liability company that is incorporated, organized, formed or created under ORS 60.754.
(2) "Benefit governor" means an individual who is designated as the benefit governor of a benefit company under ORS 60.762.
(3) "General public benefit" means a material positive impact on society and the environment, taken as a whole, from the business and operations of a benefit company.
(4) "Governor" means a director of a corporation that is a benefit company, a member in a member-managed limited liability company that is a benefit company or a manager in a manager-managed limited liability company that is a benefit company.
(5) "Minimum status vote" means a decision that an entity makes in accordance with ORS 60.756.
(6) "Third-party standard" means a recognized standard for defining, reporting and assessing an entity’s social and environmental performance that:
(a) Establishes criteria that apply to all of the interests described in ORS 60.760 (1)(b), (c), (d), (e) and (f);
(b) Is developed by an organization that is not under the control of the benefit company or any of the benefit company’s affiliates; and
(c) Has information publicly available concerning:
(A) The criteria the standard uses to measure an entity’s overall social and environmental performance and the relative weight the standard gives to each criterion;
(B) The process by which the standard is developed and revised; and
(C) The organization that developed the standard that is sufficient in detail to disclose any relationships that might compromise the organization’s independence, including:
(i) The material owners and members of the organization’s governing body;
(ii) How the organization selects members of the organization’s governing body; and
(iii) The organization’s sources of financial support. [2013 c.269 §1]
Note:
60.750 to 60.770 were enacted into law by the Legislative Assembly but were not added to or made a part of ORS chapter 60 or any series therein by legislative action. See Preface to Oregon Revised Statutes for further explanation.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.752 - Application of benefit company laws.

(1) Except as otherwise provided in ORS 60.750 to 60.770, ORS 60.750 to 60.770 apply to:
(a) A corporation that states in the corporation’s articles of incorporation or articles of conversion that the corporation is subject to ORS 60.750 to 60.770;
(b) A limited liability company that states in the limited liability company’s articles of organization or articles of conversion that the limited liability company is subject to ORS 60.750 to 60.770; or
(c) A corporation or limited liability company that elects to become a benefit company under ORS 60.754.
(2)(a) Except as provided in paragraph (c) of this subsection, a benefit company that is a corporation incorporated under ORS chapter 60 is subject to ORS chapter 60 and to ORS 60.750 to 60.770.
(b) Except as provided in paragraph (c) of this subsection, a benefit company that is a limited liability company organized under ORS chapter 63 is subject to ORS chapter 63 and to ORS 60.750 to 60.770.
(c) To the extent that a provision of ORS 60.750 to 60.770 conflicts with a provision of ORS chapter 60 or 63, a specific provision of ORS 60.750 to 60.770 controls over a general provision of ORS chapter 60 or 63.
(3) ORS 60.750 to 60.770 do not apply to a corporation that is not a benefit company or to a limited liability company that is not a benefit company. [2013 c.269 §2]
Note:
See note under 60.750.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.756 - Minimum status vote required to approve certain actions; voting requirements.

(1) Except as provided in subsections (2) and (3) of this section, an approval of an action described in ORS 60.754 (2) to (6) is effective only if, in addition to any other applicable requirements, a majority of the interests that are entitled to vote on the action are voted to approve the action.
(2) If an entity’s governing documents or the provisions of ORS chapter 60 or 63, as applicable, require more than a majority vote or require each class or series to vote separately, approval of the action is effective only if the requirement for the greater vote or for separate class or series voting is met.
(3)(a) If, as of January 1, 2014, an entity has shares that are listed on a national securities exchange or are regularly traded in a market that a member of a national or affiliated securities association maintains, except as provided in paragraph (b) of this subsection, each class or series of the entity’s shares must separately meet the requirement to approve the action by two-thirds of the shares that are entitled to vote.
(b) If the entity has gross revenue of $200 million or less, each class or series of the entity’s shares must separately meet the requirement to approve the action by a majority of the shares that are entitled to vote. [2013 c.269 §4; 2015 c.266 §1]
Note:
See note under 60.750.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.758 - Benefit company purposes and powers.

(1) In addition to any purpose set forth in or adopted in accordance with ORS 60.047 (2)(c)(A), 60.074, 63.047 or 63.074, a benefit company has the purpose of providing a general public benefit.
(2)(a) The articles of incorporation or articles of organization for a benefit company may identify a specific public benefit for the benefit company in addition to the purposes described in subsection (1) of this section. A benefit company’s identification of a specific public benefit does not limit the benefit company’s obligation to fulfill the purposes described in subsection (1) of this section.
(b) A benefit company may amend the articles of incorporation or articles of organization to add, amend or remove a specific public benefit in the manner otherwise provided for amending the benefit company’s purpose in the articles of incorporation or articles of organization.
(3) Notwithstanding the requirement in ORS 58.076 that a professional corporation have rendering professional service as the professional corporation’s sole purpose, a professional corporation that is a benefit company shall have the purposes set forth in ORS 58.076 and the purpose of providing a general public benefit. The professional corporation may identify a specific public benefit in addition to the purposes described in this subsection. [2013 c.269 §5]
Note:
See note under 60.750.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.762 - Benefit company board of governors; benefit governor; duties, powers and liabilities.

(1)(a) A benefit company must have a board of governors and may designate at least one member of the board as a benefit governor. A benefit governor, in addition to the powers, duties, rights, privileges and immunities that other governors of the benefit company have, has the powers, duties, rights, privileges and immunities set forth in this section.
(b) The articles of incorporation, articles of organization, bylaws or other organizational documents of the benefit company may set forth additional qualifications for a benefit governor that are consistent with this section.
(2) The benefit company’s governors shall elect or appoint and may remove a benefit governor in accordance with procedures set forth in the benefit company’s articles of incorporation or articles of organization or in accordance with procedures the governors adopt if the articles of incorporation or articles of organization do not specify a procedure.
(3) The benefit governor shall provide information or statements to other governors of the benefit company concerning the other governors’ obligations under ORS 60.760.
(4) An individual’s action or decision not to act made in the capacity of benefit governor is for all purposes the individual’s action or decision not to act in the individual’s capacity as a governor of the benefit company.
(5) A benefit governor is not personally liable for an action or omission the benefit governor makes in the benefit governor’s capacity as a benefit governor unless the action or omission constitutes self-dealing, willful misconduct or a knowing violation of law. [2013 c.269 §7]
Note:
See note under 60.750.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.764 - Duties of, standard of conduct for and liabilities of officers and managers of benefit company.

(1) A member that has management duties with respect to a benefit company, or an officer or a manager of a benefit company, shall act in the best interests of the benefit company and shall discharge the member’s, officer’s or manager’s duties as provided in ORS 60.374 and 60.377 or in ORS 63.155, as appropriate for the benefit company’s form of organization. In addition, the member, officer or manager shall consider the effects of an action of the member, officer or manager or of the benefit company, or of a decision not to act:
(a) To the extent the member, officer or manager has the discretion to take the action or to decide not to act;
(b) If, in the member’s, officer’s or manager’s reasonable judgment, the action or decision not to act may have a material effect on the general public benefit or a specific public benefit the benefit company provides; and
(c) In accordance with the provisions of ORS 60.760 (1) to (3) for a governor’s consideration of the effects of the action or the decision not to act.
(2) A member’s, officer’s or manager’s consideration under this section of the effects of an action, or a decision not to act, is in accordance with ORS 60.374 and 60.377 or with ORS 63.155, as appropriate for the benefit company’s form of organization, as those provisions apply to a member, officer or manager of a benefit company.
(3)(a) A member, officer or manager of a benefit company is not personally liable for money damages as a consequence of taking an action or deciding not to act if the member, officer or manager discharged the member’s, officer’s or manager’s duties in accordance with this section and with ORS 60.374 and 60.377 or with ORS 63.155, as appropriate for the benefit company’s form of organization.
(b) A member, officer or manager of a benefit company is not personally liable for money damages for the benefit company’s failure to provide a general public benefit or a specific public benefit.
(c) A member, officer or manager of a benefit company does not have a duty to a person as a consequence of the person’s status as a beneficiary of the general public benefit or a specific public benefit that the benefit company provides. [2013 c.269 §8]
Note:
See note under 60.750.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.766 - Proceedings against benefit company; when allowed; who may commence.

(1) Except as provided in subsection (2) of this section, a person may not commence a proceeding against a benefit company, or against the governors, members, officers or managers of a benefit company, to assert a claim that the benefit company, governors, members, officers or managers:
(a) Failed to pursue, create or provide a general public benefit or a specific public benefit identified in the benefit company’s articles of incorporation or articles of organization; or
(b) Violated a duty or a standard of conduct prescribed under ORS 60.750 to 60.770.
(2) A person may commence a direct or derivative proceeding, as appropriate, to compel a benefit company to provide a general public benefit or a specific public benefit or to require a governor, member, officer or manager to act in accordance with a duty or a standard of conduct set forth in the benefit company’s articles of incorporation or articles of organization, or prescribed under ORS 60.750 to 60.770, only if the person is:
(a) The benefit company;
(b) A governor;
(c) A shareholder or member; or
(d) Another person identified in the benefit company’s bylaws, articles of incorporation or articles of organization as having a right to commence a proceeding under this section.
(3) A benefit company is not liable for money damages as a consequence of failing to provide a general public benefit or a specific public benefit. [2013 c.269 §9]
Note:
See note under 60.750.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.768 - Benefit report; contents required; delivery and posting.

(1) A benefit company each year shall prepare a benefit report.
(2)(a) The benefit report shall give a narrative description of:
(A) The extent to which the benefit company provided a general public benefit and the actions and methods the benefit company used to provide the general public benefit.
(B) The extent to which the benefit company provided a specific public benefit identified in the benefit company’s articles of incorporation or articles of organization, and the actions and methods the benefit company used to provide the specific public benefit.
(C) Any circumstances that hindered or prevented the benefit company from providing a general public benefit or a specific public benefit.
(b) In addition to the narrative descriptions required under paragraph (a) of this subsection, the benefit report shall:
(A) Assess the extent to which the benefit company met or exceeded a third-party standard that the benefit company selected and identified in the benefit report. The benefit company shall conduct the assessment and evaluate the benefit company’s performance with respect to the third-party standard in a manner that is consistent with assessments and evaluations conducted in previous benefit reports or shall explain the reasons for an inconsistent assessment or evaluation.
(B) Describe the process and rationale the benefit company used to select or to change the third-party standard described in subparagraph (A) of this paragraph.
(c) A benefit report prepared under this section does not need to be audited or certified by a third party.
(3) The benefit company each year shall deliver a copy of the benefit report to each holder of an equity interest within 120 days after the end of the benefit company’s fiscal year or at the same time the benefit company delivers any other annual report to a holder of an equity interest.
(4) A benefit company shall post on the publicly accessible pages of the benefit company’s website all of the benefit company’s benefit reports or shall provide without charge a copy of the most recent benefit report to a person that requests a copy unless providing the copy would violate a provision of applicable law. [2013 c.269 §10]
Note:
See note under 60.750.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.770 - Assessment of public benefit.

The benefit company shall assess the extent to which the benefit company provides a general public benefit and any specific public benefit identified in the benefit company’s articles of incorporation or articles of organization against a third-party standard. [2013 c.269 §11]
Note:
See note under 60.750.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.771 - Corporate records.

(1) A corporation shall keep as permanent records minutes of all meetings of the corporation’s shareholders and board of directors, a record of all actions that the shareholders or board of directors takes without a meeting and a record of all actions that a committee of the board of directors takes in place of the board of directors on behalf of the corporation.
(2) A corporation shall maintain appropriate accounting records.
(3) A corporation or the corporation’s agent shall maintain a record of the corporation’s shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and class of shares each shareholder holds.
(4) A corporation shall maintain the corporation’s records as documents capable of conversion into a tangible written form within a reasonable time.
(5) A corporation shall keep a copy of the following records at the corporation’s principal office or registered office:
(a) The articles or restated articles of incorporation and all amendments to the articles of incorporation or restated articles of incorporation that are currently in effect;
(b) The corporation’s bylaws or restated bylaws and all amendments to the bylaws or restated bylaws that are currently in effect;
(c) Resolutions that the corporation’s board of directors adopts to create one or more classes or series of shares and fixing the relative rights, preferences and limitations for each class or series, if shares issued pursuant to those resolutions are outstanding;
(d) The minutes of all shareholders’ meetings and records of all action that shareholders take without a meeting, for the past three years;
(e) All written communications to shareholders generally within the past three years;
(f) A list of the names and business addresses of the corporation’s current directors and officers; and
(g) The corporation’s most recent annual report delivered to the Secretary of State under ORS 60.787. [1987 c.52 §169; 2017 c.55 §16]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.774 - Inspection of records by shareholders.

(1) Subject to ORS 60.777 (3), a shareholder of a corporation may inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in ORS 60.771 (5) if the shareholder gives the corporation a signed written notice of the shareholder’s demand at least five business days before the date on which the shareholder wishes to inspect and copy the records.
(2) A shareholder of a corporation may inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (3) of this section and gives the corporation a signed written notice of the shareholder’s demand at least five business days before the date on which the shareholder wishes to inspect and copy the records:
(a) Excerpts from minutes of any meeting of the board of directors or a meeting that a committee of the board of directors conducts while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders and records of action the shareholders, the board of directors or a committee of the board of directors takes without a meeting, to the extent not subject to inspection under subsection (1) of this section;
(b) Accounting records of the corporation, including tax returns; and
(c) The record of shareholders.
(3) A shareholder may inspect and copy the records identified in subsection (2) of this section only if:
(a) The shareholder’s demand is made in good faith and for a proper purpose;
(b) The shareholder described with reasonable particularity the shareholder’s purpose and the records the shareholder desires to inspect; and
(c) The records are directly connected with the shareholder’s purpose.
(4) The right of inspection granted by this section may not be abolished or limited by a corporation’s articles of incorporation or bylaws.
(5) This section does not affect:
(a) The right of a shareholder to inspect records under ORS 60.224 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or
(b) The power of a court, independent of this chapter, to compel the production of corporate records for examination.
(6) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on behalf of the beneficial owner. [1987 c.52 §170; 1989 c.1040 §34; 1993 c.403 §10; 2017 c.55 §17]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.777 - Scope of inspection right.

(1) A shareholder’s agent or attorney has the same inspection and copying rights as the shareholder.
(2) The right to copy records under ORS 60.774 includes, if reasonable, the right to receive copies made by photographic, xerographic or other means.
(3) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.
(4) The corporation may comply with a shareholder’s demand to inspect the record of shareholders under ORS 60.774 (2)(c) by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder’s demand. [1987 c.52 §171]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.781 - Court-ordered inspection.

(1) If a corporation does not allow a shareholder who complies with ORS 60.774 (1) to inspect and copy any records required by that subsection to be available for inspection, the circuit court of the county where the corporation’s principal office is located, or, if the principal office is not in this state, where its registered office is or was last located, may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the shareholder.
(2) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with ORS 60.774 (2) and (3) may apply to the circuit court in the county where the corporation’s principal office is located, or, if the principal office is not in this state, where its registered office is or was last located, for an order to permit inspection and copying of the records demanded.
(3) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder’s costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.
(4) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
(5) No order shall be issued under this section without notice to the corporation at least five days in advance of the time specified for the hearing unless a different period is fixed by the court. The shareholder’s request shall be set for hearing at the earliest possible time and shall take precedence over all matters, except matters of the same character and hearing on preliminary injunctions under ORCP 79 B(3). [1987 c.52 §172]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.784 - Reports to shareholders of indemnification.

If a corporation indemnifies or advances expenses to a director under ORS 60.391, 60.394, 60.397 or 60.401 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting. [1987 c.52 §173]