Corporate Sale of Substantially All Assets Approval Requirements in Oregon

At a glance

Requirements one by one

Oregon uses no quantitative safe harbor

Or. Rev. Stat. § 60.534 applies to a sale, lease, exchange, or other disposition of all or substantially all corporate property, with or without goodwill, outside the usual and regular course. It states no significant-continuing- business, percentage, consolidated-basis, subsidiary-valuation, or investment- holding test. Whether real facts cross the qualitative threshold remains a separate question.

The board directs submission but need not recommend

The board proposes the transaction and determines its terms, conditions, and consideration. It adopts a resolution directing submission at an annual or special meeting. Section 60.534 states no recommendation or conflict-based nonrecommendation procedure, and the board may condition submission on any basis.

Every shareholder receives a description

Section 60.534(4) requires notice to every shareholder whether or not entitled to vote. The notice states that considering the disposition is a meeting purpose and contains or accompanies a transaction description. Or. Rev. Stat. § 60.214 supplies the 10-to-60-day interval; the disposition section does not separately require a terms, conditions, or consideration summary.

Majority approval and written consent use different routes

Section 60.534(5) requires a majority of all votes entitled to be cast, not a majority of votes present or cast. The articles or a board condition may require more or voting-group action.

Or. Rev. Stat. § 60.211 defaults no-meeting action to unanimous voter consent. The articles may authorize the meeting-equivalent minimum. Under unanimity, nonvoting holders receive the meeting materials at least 10 days before action; under the articles route, nonvoters and nonconsenters receive prompt notice and the same materials afterward. A consenting holder loses dissent rights.

Three board-only routes and a distribution boundary matter

Section 60.531 lets the board authorize an all-or-substantially-all disposition in the usual course, an encumbrance of any or all property inside or outside that course, and transfer of any or all property to a wholly owned corporation. The articles may require shareholder approval for those routes.

A transaction constituting a distribution is governed by § 60.181 rather than the extraordinary-disposition section. Section 60.534 states no general dissolution or court-order exclusion.

Authorization preserves an exit, subject to contracts

After authorization, § 60.534(6) permits abandonment without another shareholder action, subject to contractual rights. The section states no separate statutory agreement execution, filing, amendment, or closing process.

Dissent rights use a narrower transaction list

Section 60.554 grants an eligible voter dissent rights on consummation of an outside-course sale or exchange of all or substantially all property. Unlike the approval section, it does not name lease or other disposition. It includes a sale in dissolution but excludes a court-ordered sale and a cash sale under a plan distributing all or substantially all net proceeds within one year. National-exchange shares are excluded unless the articles provide otherwise.

Under § 60.561, the meeting notice flags the right and includes the dissent statutes. Or. Rev. Stat. § 60.564 requires a claimant to give written intent before the vote and not vote in favor. Or. Rev. Stat. § 60.567 requires the corporation's notice within 10 days after action and sets the demand date 30 to 60 days after delivery. An eligible dissenter cannot otherwise challenge the action unless it was unlawful or fraudulent as to the holder or corporation.

What trips people up

• There is no percentage safe harbor. The statute leaves all-or- substantially-all and usual-course questions qualitative.
• Written consent changes nonvoter notice timing. Unanimous action uses advance notice; the articles-authorized nonunanimous route uses prompt later notice.
• Approval and dissent use different verb lists. Approval reaches lease and other disposition; the dissent trigger names sale or exchange.

Common questions

Must the board recommend approval?

Section 60.534 requires a resolution directing submission but states no separate recommendation requirement.

Does a mortgage require the extraordinary-disposition vote?

Not ordinarily. Section 60.531 places an encumbrance of any or all property in the board lane whether or not it is in the usual course, unless the articles require shareholder approval.

Can the corporation abandon after approval?

Yes. Section 60.534(6) permits abandonment without further shareholder action, subject to contractual rights.

Statutes and sources

• Or. Rev. Stat. §§ 60.181, 60.211, and 60.214 — distribution, written consent, and meeting notice. Official 2025 Edition Chapter 60, accessed September 5, 2026.
• Or. Rev. Stat. §§ 60.531 to 60.534 — board-only transactions, approval trigger, board submission, notice, vote, distribution boundary, and abandonment. Official 2025 Edition Chapter 60, accessed September 5, 2026.
• Or. Rev. Stat. §§ 60.554 and 60.561 to 60.567 — dissent eligibility, exclusions, notice, intent, demand, and remedy limitation. Official 2025 Edition Chapter 60, accessed September 5, 2026.