{"data":{"id":"us-or/ors-60.754","jurisdiction":"us-or","citation":"ORS 60.754","heading":"Status as benefit company; election to become benefit company; election to become other entity; votes required.","body":"(1)(a) Notwithstanding ORS 60.074 (2), a corporation incorporated under ORS chapter 60 is a benefit company under ORS 60.750 to 60.770 if the corporation’s articles of incorporation state that the corporation is a benefit company subject to ORS 60.750 to 60.770.\n      (b) Notwithstanding ORS 63.074 (3), a limited liability company organized under ORS chapter 63 is a benefit company under ORS 60.750 to 60.770 if the limited liability company’s articles of organization state that the limited liability company is a benefit company subject to ORS 60.750 to 60.770.\n      (2)(a) A corporation that is incorporated under ORS chapter 60 may become a benefit company by amending the corporation’s articles of incorporation to state, in addition to the requirements set forth in ORS 60.047, that the corporation is a benefit company subject to ORS 60.750 to 60.770. The amendment to the articles of incorporation must be approved by a minimum status vote.\n      (b) A limited liability company that is organized under ORS chapter 63 may become a benefit company by amending the limited liability company’s articles of organization to state, in addition to the requirements set forth in ORS 63.047, that the limited liability company is a benefit company subject to ORS 60.750 to 60.770. The amendment to the articles of organization must be approved by a minimum status vote.\n      (3) A benefit company may be formed by means of a conversion if articles of conversion that state that the converted entity will be a benefit company that is subject to ORS 60.750 to 60.770 are approved by a minimum status vote.\n      (4) An entity that is not a benefit company may become a benefit company by merging or exchanging equity interests with a benefit company if the shareholders or holders of equity interests of the entity that is not the benefit company approve, by a minimum status vote, a plan of merger or a plan for exchanging equity interests with a benefit company under which the surviving entity will be a benefit company.\n      (5) A benefit company may become an entity other than a benefit company only if an action to remove from the articles of incorporation, articles of organization or articles of conversion the provision that states that the entity is a benefit company subject to ORS 60.750 to 60.770 is approved by a minimum status vote.\n      (6)(a) A plan for a benefit company must be approved by a minimum status vote if the plan would:\n      (A) Merge the benefit company with an entity that is not a benefit company, if the surviving entity would not be a benefit company;\n      (B) Provide for exchanging equity interests with an entity that is not a benefit company, if the exchange would create an entity that is not a benefit company and that would hold substantially all of the benefit company’s assets;\n      (C) Convert the benefit company to an entity that is not a benefit company; or\n      (D) Otherwise cause ORS 60.750 to 60.770 not to apply to the benefit company.\n      (b) A sale, lease, exchange or other disposition of all or substantially all of a benefit company’s assets must be approved by a minimum status vote unless the benefit company conducts the sale, lease, exchange or other disposition in the ordinary course of the benefit company’s business.\n      (7) A provision of a benefit company’s articles of incorporation, articles of organization, articles of conversion or plan described in subsection (6) of this section may be inconsistent with or supersede a provision of ORS 60.750 to 60.770 only to the extent that the provision in the articles of incorporation, articles of organization, articles of conversion or plan imposes a more stringent requirement on the benefit company, in keeping with the purposes set forth in ORS 60.750 to 60.770, than a provision of ORS 60.750 to 60.770 imposes.","path":["02 - Business Organizations, Commercial Code","7. Corporations and Partnerships","Chapter 60 — Private Corporations"],"source_url":"https://www.oregonlegislature.gov/bills_laws/ors/ors060.html","current_through":"2025 Edition","vintage":"","retrieved_at":"2026-09-03T23:50:10Z","sha256":"64d34ff01ff7acd44b7289f3a7cc4e217cee5dd8764ac8aaf62d364dcdbd0658","source_id":"us-or","stale":false,"prev":"us-or/ors-60.752","next":"us-or/ors-60.756"},"notice":"GroundRules: Original legal text. Not legal advice."}