As used in ORS 63.467 to 63.497: (1) “Business entity” means: (a) Any of the following for-profit entities: (A) A professional corporation organized under ORS chapter 58, predecessor law or comparable law of another jurisdiction; (B) A corporation organized under ORS chapter 60, predecessor law or comparable law of another jurisdiction; (C) A limited liability […]
(1)(a) A business entity may be converted to a limited liability company organized under this chapter. (b) A limited liability company organized under this chapter may be converted to another business entity organized under the laws of this state if the statutes that govern the other business entity permit the conversion. (c) A business entity […]
(1) A plan of conversion shall be approved as follows: (a) In the case of a limited liability company, by a majority vote of its members, or by a greater vote if required by its articles of organization or any operating agreement. (b) In the case of a business entity other than a limited liability […]
(1) After the owners approve a conversion, the converting business entity shall: (a) File articles of conversion that state the name and type of business entity that existed before conversion and the name and type of business entity that will exist after conversion; and (b) File a plan of conversion or, in lieu of a […]
(1) When a conversion to or from a limited liability company pursuant to ORS 63.470 takes effect: (a) The business entity continues its existence despite the conversion; (b) Title to all real estate and other property owned by the converting business entity is vested in the converted business entity without reversion or impairment; (c) All […]
(1) One or more business entities may merge into a limited liability company organized under this chapter if the merger is permitted by the statutes governing each other business entity that is a party to the merger, a plan of merger is approved by each business entity that is a party to the merger and […]
(1) A plan of merger shall be approved by each business entity that is a party to the merger, as follows: (a) In the case of a limited liability company, by a majority vote of its members, or by a greater vote if required by its articles of organization or any operating agreement. (b) In […]
(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 […]
(1) When a merger involving a limited liability company takes effect: (a) Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every other party ceases; (b) Title to all real estate and other property owned by each of the business entities that […]
