United States · Oregon

How to issue shares in Oregon corporations

Oregon is a Model Business Corporation Act state. The Oregon Business Corporation Act (ORS Chapter 60) closely follows the MBCA template. Portland is the primary commercial center; Oregon is a less-common incorporation jurisdiction nationally but is straightforward for Pacific Northwest corporations.

Governing statute
Oregon Business Corporation Act, ORS § 60.
ORS § 60.144Issuance of shares
ORS § 60.151Consideration for shares
ORS § 60.171Stock certificates
ORS § 60.771Corporate records
ORS § 60.774Inspection of records
ORS § 59.025Oregon Securities Law
At a glance
  • Authorized by the board under ORS § 60.144
  • Future services and promissory notes permitted as consideration (§ 60.151)
  • Uncertificated shares permitted under § 60.171
  • Inspection rights under § 60.774
  • Oregon Securities Law under ORS § 59.025

Board authorization

Stock issuance is authorized by the board under Oregon Business Corporation Act § 60.144. The board determines consideration under § 60.151.

Consideration: MBCA pattern

Oregon permits the standard MBCA consideration framework.

Uncertificated shares

ORS § 60.171 permits uncertificated shares.

Corporate records and inspection

§ 60.771 requires MBCA records. § 60.774 grants inspection rights.

Oregon Securities Law

The Oregon Securities Law (ORS § 59.025 et seq.) governs state-level offerings, administered by the Oregon Division of Financial Regulation.

Common mistakes

Common Oregon-specific failure points in share issuance:

  • Missing Oregon Securities Law notice filings
  • Not maintaining § 60.771 corporate records
  • Inspection demand without proper notice
  • Treating Oregon as distinctive when its substantive law tracks MBCA closely
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A share register that's right for Oregon.

Octelligence handles OBCA-OR specifics in the share register, certificates, board resolutions, and beneficial-ownership filings: jurisdiction-aware templates, statute citations on each record, and the right reconciliation cadence for the corporation.

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FAQ

Common questions in Oregon

Less common than Delaware or Washington. Portland-area corporations sometimes incorporate in Oregon to align with operational location. Institutional-investor-backed startups typically default to Delaware.

No dedicated business court. Multnomah County Circuit Court (Portland) handles most Oregon commercial litigation; less developed than Delaware Chancery.

Yes. Oregon adopted the MBCA with minor variations. Operational provisions track other MBCA states.
Records that comply with OBCA-OR
Issue shares the right way in Oregon.

Octelligence handles OBCA-OR-specific share issuance: register, certificates, resolutions, and beneficial-ownership records aligned with statute.

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