How does Oregon's corporation code compare to other US states?

Oregon follows the Model Business Corporation Act (MBCA) framework, like most US states adopted since the 1980s. The ORS Ch. 60 is modern, well-tested, and aligned with Delaware on most key concepts (notwithstanding Delaware's distinctive corporate-law jurisprudence). For startup and growth-stage corporations, Oregon practice is straightforward.

Are Oregon B Corp directors subject to additional duties on resolutions?

Yes. Oregon benefit corporation directors under ORS § 60.760 must consider the public benefit purpose alongside shareholder interests. Resolutions affecting material decisions should reflect this consideration.

Are electronic filings accepted for this jurisdiction?

Yes. The Oregon Secretary of State (Corporation Division) typically offers an online portal for filings and lookups. Electronic filings are usually processed faster than paper. Verify current options on the registry's website.

United States · Oregon

Directors' resolutions requirements in Oregon (ORS Ch. 60)

What a Oregon corporation must know about directors' resolutions requirements under Oregon Business Corporation Act, ORS § 60.001 et seq.: statute citations, mechanics, and inspection rights.

Governing statute

Oregon Business Corporation Act, ORS § 60.001 et seq.

ORS § 60.351	Action without meeting
ORS § 60.341	Meetings
ORS § 60.361	Conflict-of-interest
ORS § 60.357	Duty of directors

At a glance

Action by unanimous written consent in lieu of a meeting is permitted under all 50 states' MBCA-framework statutes
Effective on the date of the last signature, unless otherwise specified
Conflict-of-interest rules require disclosure plus safe-harbor approval (disinterested directors or shareholders)
Resolutions filed in the corporate records; available for shareholder inspection under state rules
Electronic signatures permitted under each state's UETA-equivalent legislation

What the ORS Ch. 60 requires

ORS § 60.351 permits Oregon corporations to act by unanimous written consent of directors.

Every director entitled to vote must sign
The resolution is dated as of the last signature
It is filed to the corporate records with the original signatures
Counterpart execution is acceptable — each director can sign a separate copy

Conflict of interest

Directors with a material interest in a contract or transaction must disclose under the applicable statute and, generally, cannot vote on the related resolution. Most MBCA-state statutes provide three safe harbors: disclosure to disinterested directors who approve, disclosure to shareholders who ratify, or demonstrated fairness to the corporation.

Validity despite procedural irregularities

Most state corporation codes provide protection: acts of directors are valid notwithstanding defects in their election, appointment, or qualification later discovered. This protects third parties who relied on the directors' authority in good faith.

In Octelligence

Directors' resolutions, drafted and signed in minutes.

Octelligence provides jurisdiction-specific resolution templates for every common board action. Electronic signatures by all directors, filed automatically to the corporate records.

See Digital Corporate Records

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Resolutions that hold up

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