House Bill 2330 -Entity Filing Changes Effective January 1st, 2016

Oregon House Bill 2330 (2015 session), effective January 1, 2016, has enacted the following changes affecting our services and materials:

 

Business Corporations (aka “Private” Corporations)

  • Articles of Conversion are no longer required to include the plan of conversion. Instead, the articles can include either a plan of conversion or a declaration stating an address where that plan is on file and that the converted entity will provide a free copy to any owner upon request.
  • Articles of Merger must include the name and type of each business entity that will merge as well as the name and entity type of the survivor. The articles are no longer required to include a plan of merger. Instead, the articles can include either a plan of merger or a declaration stating an address where that plan is on file and that the survivor will provide a free copy to any owner or shareholder of any constituent entity upon request.
  • Articles of Share Exchange must include the name of the corporation that intends to acquire shares, as well as the name of the corporation whose shares will be acquired. The articles are no longer required to include a plan of share exchange. Instead, the articles can include either a plan of share exchange or a declaration stating an address where that plan is on file and that the survivor will provide a free copy to any owner or shareholder of any constituent entity upon request.
  • The Bill also clarifies that a written dissenter’s notice must be issued to all shareholders when a proposed corporate action that creates dissenter’s rights is authorized by written consent without a meeting.

Limited Liability Companies

  • Articles of Conversion are no longer required to include the plan of conversion. Instead, the articles can include either a plan of conversion or a declaration stating an address where that plan is on file and that the converted entity will provide a free copy to any owner upon request.
  • Articles of Merger must include the name and type of each business entity that will merge as well as the name and entity type of the survivor. The articles are no longer required to include a plan of merger. Instead, the articles can include either a plan of merger or a declaration stating an address where that plan is on file and that the survivor will provide a free copy to any owner, member or shareholder of any constituent entity upon request.

Limited Liability Partnerships

  • Articles of Conversion are no longer required to include the plan of conversion. Instead, the articles can include either a plan of conversion or a declaration stating an address where that plan is on file and that the converted entity will provide a free copy to any owner upon request.
  • Articles of Merger must include the name and type of each business entity that will merge as well as the name and type of the survivor. The articles are no longer required to include a plan of merger. Instead, the articles can include either a plan of merger or a declaration stating an address where that plan is on file and that the survivor will provide a free copy to any owner of any constituent entity upon request.

Limited Partnerships

  • Articles of Conversion are no longer required to include the plan of conversion. Instead, the articles can include either a plan of conversion or a declaration stating an address where that plan is on file and that the converted entity will provide a free copy to any owner upon request.
  • Articles of Merger must include the name and type of each business entity that will merge as well as the name and entity type of the survivor. The articles are no longer required to include a plan of merger. Instead, the articles can include either a plan of merger or a declaration stating an address where that plan is on file and that the survivor will provide a free copy to any owner of any constituent entity upon request.

Similar changes affecting Oregon Cooperative Corporations (conversions and mergers) as well as Nonprofit Corporations (mergers only) are also enacted.

The Bill can be accessed by clicking on the following hyperlink: https://olis.leg.state.or.us/liz/2015R1/Downloads/MeasureDocument/HB2330/Enrolled