Oregon Business Corporation Requirements
Annual Shareholders Meetings and Corporate Records
This page provides excerpts of Oregon Business Law requirements for annual shareholders meetings and maintaining of corporate records. These requirements apply to Oregon corporations organized or authorized to do business under ORS 60 (Oregon Revised Statute, Chapter 60). Corporations needing legal advice on corporate records and shareholder meeting requirements should contact a licensed attorney.
Shareholders Annual Meeting – ORS 60.201
- Except as provided in subsection (4) of this section, a corporation shall hold an annual meeting of the shareholders at a time stated in or fixed in accordance with the bylaws.
- Annual shareholders’ meetings may be held in or out of this state 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, annual meetings shall be held at the corporation’s principal office.
- The 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.
- If the articles of incorporation or bylaws of a corporation registered under the Investment Company Act of 1940, as amended, so provide, the corporation shall not be required to hold an annual meeting in any year in which an election of directors is not required under the Investment Company Act of 1940, as amended.
Corporate Records and Reports – ORS 60.771
- A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
- A corporation shall maintain appropriate accounting records.
- A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and class of shares held by each.
- A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
- A corporation shall keep a copy of the following records at its principal office or registered office:
- Its articles or restated articles of incorporation and all amendments to them currently in effect;
- Its bylaws or restated bylaws and all amendments to them currently in effect;
- Resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences and limitations, if shares issued pursuant to those resolutions are outstanding;
- The minutes of all shareholders' meetings and records of all action taken by shareholders without a meeting, for the past three years;
- All written communications to shareholders generally within the past three years;
- A list of the names and business addresses of its current directors and officers; and
- Its most recent annual report delivered to the Secretary of State under ORS 60.787.