(2) Articles of validation must:
(a) Describe the defective corporate action that the articles of validation seek to amend, supplement or replace;
(b) List the number, class and series of any putative shares the defective corporate action purported to issue and the date or dates on which the corporation issued the putative shares;
(c) Specify the date of the defective corporate action;
(d) Specify the nature of the failure of authorization or the overissue;
(e) State that the corporation’s board of directors ratified the defective corporate action and that, if necessary, the shareholders approved the ratification;
(f) List the dates of ratification and approval; and
(g) State the information provided in a notification under ORS 60.276.
(3)(a) If a corporation previously filed a document related to a defective corporate action but the articles of validation a corporation submits for filing under subsection (1) of this section do not need to change any information in the previously filed document to give effect to the corporation’s ratification of the defective corporate action, the articles of validation must have the information required under subsection (2) of this section and must:
(A) List the name and title or any other method by which the corporation identifies the previously filed document and the filing date for the previously filed document; and
(B) Include a copy of the previously filed document.
(b) If a corporation previously filed a document related to a defective corporate action and the articles of validation a corporation submits for filing under subsection (1) of this section must change information in the previously filed document to give effect to the corporation’s ratification of the defective corporate action, the articles of validation must have the information required under subsection (2) of this section and must:
(A) List the name and title or any other method by which the corporation identifies the previously filed document and the filing date for the previously filed document; and
(B) Include a copy of the previously filed document together with a document that specifies the necessary corrections to the previously filed document.
(c) If a corporation did not previously file a document related to a defective corporate action that a provision of this chapter would have required to be filed to give effect to the defective corporate action, the articles of validation a corporation submits for filing under subsection (1) of this section must have the information required under subsection (2) of this section and must include the document the corporation should have filed previously. [2019 c.325 §8]
Copyright ©2024 LegalFix. All rights reserved. LegalFix is not a law firm, is not licensed to practice law, and does not provide legal advice, services, or representation. The information on this website is an overview of the legal plans you can purchase—or that may be provided by your employer as an employee benefit or by your credit union or other membership group as a membership benefit.
LegalFix provides its members with easy access to affordable legal services through a network of independent law firms. LegalFix, its corporate entity, and its officers, directors, employees, agents, and contractors do not provide legal advice, services, or representation—directly or indirectly.
The articles and information on the site are not legal advice and should not be relied upon—they are for information purposes only. You should become a LegalFix member to get legal services from one of our network law firms.
You should not disclose confidential or potentially incriminating information to LegalFix—you should only communicate such information to your network law firm.
The benefits and legal services described in the LegalFix legal plans are not always available in all states or with all plans. See the legal plan Benefit Overview and the more comprehensive legal plan contract during checkout for coverage details in your state.
Use of this website, the purchase of legal plans, and access to the LegalFix networks of law firms are subject to the LegalFix Terms of Service and Privacy Policy.