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 Corps treated differently for recordkeeping?

No — record-keeping requirements under ORS Chapter 60 apply equally. Benefit corporations and B Corp certified entities have additional reporting on their public benefit pursuit (ORS § 60.760), but their corporate records under ORS § 60.771 are the same as standard corporations.

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

Minute book requirements in Oregon (ORS Ch. 60)

Oregon corporations maintain corporate records under ORS § 60.771. Oregon adopted the Model Business Corporation Act, so the framework follows MBCA Chapter 16 with standard records and inspection requirements.

Governing statute

Oregon Business Corporation Act, ORS § 60.001 et seq.

ORS § 60.771	Required corporate records
ORS § 60.774	Inspection rights
ORS § 60.777	Court-ordered inspection
Records location	Principal office of the corporation
Inspection rights	Shareholders with proper purpose; 5 business days notice
Format	Paper or electronic in reproducible form

At a glance

Records under ORS § 60.771: articles, bylaws, minutes, resolutions, share register, accounting records
Oregon follows the MBCA framework for corporate records
Shareholders have proper-purpose inspection rights with 5 business days notice
Articles and bylaws inspectable without restriction
Court-ordered inspection available under ORS § 60.777

What ORS § 60.771 requires

Section 60.771 of the Oregon Business Corporation Act requires every Oregon corporation to maintain articles and bylaws, minutes of meetings and resolutions, the share register, and accounting records. Records are kept at the principal office. Oregon adopted the MBCA, so the framework tracks MBCA Chapter 16 closely.

Inspection rights under ORS § 60.774

The standard MBCA two-tier structure applies: articles, bylaws, and minutes of shareholder meetings are inspectable without restriction. The share register, board minutes, and accounting records require a proper-purpose showing with 5 business days' written notice. Inspection must be at a reasonable time and place.

Court-ordered inspection under ORS § 60.777

If the corporation refuses a properly-noticed inspection, the shareholder can apply to the Oregon circuit court for an order. Oregon courts apply the proper-purpose test consistent with MBCA principles and broader US corporate-law jurisprudence.

What's distinctive about Oregon

Oregon is largely an MBCA-aligned state with no significant divergences in corporate-records substance. The state's annual report regime is straightforward (anniversary-based, $100 fee, ORS § 60.787), and combined with the standard MBCA records framework, ongoing compliance is light-touch. Oregon does not have a franchise tax. The fiscal-year-anchored deadlines that some other MBCA states use (Massachusetts, NC) are not used in Oregon, which uses the anniversary-of-incorporation as the controlling date.

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