Oregon Corporate Resolution is a legal document that outlines decisions or actions taken by a corporation's board of directors or shareholders. It serves as an official record of the adopted resolution and helps provide evidence of the corporation's intent or decision-making process. This document is crucial to maintaining good corporate governance and ensuring compliance with state laws. The Oregon Corporate Resolution typically includes pertinent details, such as the name of the corporation, the date of the resolution, the individuals present or voting, and a clear description of the resolution or action being taken. Moreover, the resolution must be signed by the authorized representatives to give it legal effect. There are several types of Corporate Resolutions commonly used in Oregon: 1. Organizational Resolution: This type of resolution is adopted when a corporation is formed or when significant changes are made to its structure. It defines the officers and directors, explains the corporation's purpose, and establishes the bylaws. 2. Authorization Resolution: When a corporation needs to authorize a specific action or enter into a particular agreement, an authorization resolution is required. It grants official permission to undertake actions such as borrowing money, entering contracts, purchasing assets, etc. 3. Shareholder Resolution: When a corporation's shareholders need to make decisions that affect the company's direction, such as electing board members or approving major transactions, a shareholder resolution is necessary. This type of resolution requires shareholder approval and often follows specific voting procedures detailed in the corporation's bylaws. 4. Board Resolution: Board resolutions are adopted by the board of directors and pertain to matters that fall within their authority. These resolutions might include decisions related to hiring key personnel, adopting company policies, issuing stocks, declaring dividends, and other internal governance matters. 5. Special Resolution: Sometimes, a corporation may need to make a significant decision that is not within the ordinary course of business. In such cases, a special resolution is used to obtain approval for actions that may have a substantial impact on the corporation or its shareholders. In summary, an Oregon Corporate Resolution serves as a written record of decisions made by a corporation, ensuring transparency and adhering to legal requirements. Different types of resolutions, such as organizational, authorization, shareholder, board, and special resolutions, cater to various aspects of corporate governance and decision-making.
Oregon Corporate Resolution
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6 Steps to Dissolve a Corporation #1 ? Seek Approval from the Board of Directors and Shareholders. First, hold a meeting with the board of directors. ... #2 ? File Articles of Dissolution. ... #3 ? Finalize Taxes. ... #4 ? Notify Creditors. ... #5 ? Liquidate and Distribute Assets. ... #6 ? Wrap Up Operations.
To start a corporation in Oregon, you'll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Corporation Division. You can file this document online or by mail. The articles cost $100 to file.
Corporate bylaws are legally required in Oregon. Rev. Stat. § 60.061, corporate bylaws shall be adopted by the incorporators or the corporation's board of directors. Bylaws are usually adopted by your corporation's directors at their first board meeting.
To dissolve your corporation in Oregon, you must provide the completed Articles of Dissolution ? Business/Professional form to the Oregon Secretary of State Corporation Division by mail, in person or by fax with a Fax Cover Sheet. Original signature is NOT required.
Once a business entity is administratively dissolved, it is prohibited by statute from engaging in any activities other than those necessary to liquidate its assets and wind up its affairs.
To dissolve your nonprofit, you will need a plan of dissolution. The plan must indicate who will receive your nonprofit's remaining assets after all creditors have been paid. If your nonprofit has voting members, the board first must approve the plan of dissolution and then submit it to the members.
A failure to do so can result in limited or no liability protection, which is often called "piercing the corporate veil."
If you're a sole proprietor or single-member LLC, all final funds will go to you. If you have multiple owners for your business, you'll need to distribute the remaining funds of the business to each member or stakeholder. For corporations, shareholders are paid based on their ownership percentages.
