Skip to main content
Find a Lawyer

Oregon Revised Statutes Corporations and Partnerships § 65.491

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

(1) After the board of directors of each merging corporation and, if required under ORS 65.487, members and any other persons approve a plan of merger, the surviving corporation 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 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.

(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; and

(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).

(2) Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed.

Previous Part of Code Next Part of Code
Back to Chapter List

Cite this article: FindLaw.com - Oregon Revised Statutes Corporations and Partnerships § 65.491 - last updated January 01, 2023 | https://codes.findlaw.com/or/title-7-corporations-and-partnerships/or-rev-st-sect-65-491/

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.

Was this helpful?

Welcome to FindLaw's Cases & Codes

A free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw’s Learn About the Law.

Go to Learn About the Law

Latest Blog Posts

For Legal Professionals

Learn About The Law

Get help with your legal needs

FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.

Go to Learn About the Law

Need to Find an Attorney?

Search our directory by legal issue

Enter information in one or both fields (Required)

Copied to clipboard