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Oregon Revised Statutes Corporations and Partnerships § 62.621

Current as of January 01, 2023 | Updated by Findlaw Staff

(1) After each business entity that is a party to a merger approves a plan of merger, the surviving business entity shall deliver to the office of the Secretary of State, for filing:

(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 with a copy of the plan of merger upon request and at no cost; and

(c) A written declaration that states that:

(A) Each cooperative that is a party to the merger:

(i) Obtained the requisite approval from the cooperative's members; and

(ii) Obtained the requisite approval from the cooperative's shareholders, if shareholders are authorized to vote on the plan of merger; and

(B) Each business entity, other than a cooperative, that is a party to the merger obtained authorization and approval in accordance with the statutes that govern the business entity.

(2) The merger takes effect on the later of the date and time determined in accordance with ORS 62.035 or the date and time determined in accordance with the statutes that govern a party to the merger that is a business entity other than a cooperative.

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Cite this article: FindLaw.com - Oregon Revised Statutes Corporations and Partnerships § 62.621 - last updated January 01, 2023 | https://codes.findlaw.com/or/title-7-corporations-and-partnerships/or-rev-st-sect-62-621/

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