The Oregon Private Corporations law define a Corporation or Domestic Corporation as a corporation, which is not a foreign corporation incorporated for profit under the rules of the state of Oregon. One or more individuals 18 years of age or older, a domestic or foreign corporation, a partnership or an association may act as incorporators of a corporation by delivering articles of incorporation to the office for filing.
Oregon corporations have the liberty to engage in any lawful business unless a more limited purpose is set forth in its articles of incorporation. Each corporation shall maintain a registered office and registered agent in the state of Oregon. The registered office need not be the same as any of its places of business.
Unless its articles of incorporation provide otherwise, a corporation has perpetual duration and succession in its corporate name. It has the same powers as a natural person to do all things necessary to carry out its business. 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. A corporation shall not contain language implying that the corporation is organized for a purpose other than that stated in its articles of incorporation.
The corporate existence of a corporation begins when the articles of incorporation is filed with the Secretary of State. After incorporation the initial directors shall hold an organizational meeting to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting.
The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation. The bylaws shall not be inconsistent with its articles of incorporation.
All corporate powers shall be exercised by or under the authority of its board of directors. The authority of the board of directors shall be subject to any limitation set forth in the articles of incorporation. The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of the state of Oregon or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe. Board of directors shall consist of one or more natural persons with the number specified in or fixed in accordance with the articles of incorporation or bylaws. The number of directors may be increased or decreased from time to time by amendment or in the manner provided in the articles of incorporation or the bylaws.
The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized the articles of incorporation shall prescribe a distinguishing designation for each class.
A corporation may hold the annual shareholders’ meeting in or outside the state of Oregon at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, the corporation shall hold the annual meeting at its principal office. Failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action.
For more information about Oregon corporations, please visit the Oregon Secretary of State Corporations Division website.