Corporate Stock-Transfer Restriction and Certificate-Legend Requirements in Oregon

At a glance

Requirements one by one

Authorized records and earlier-issued shares

ORS 60.167(1) permits a restriction in the articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation. A share issued before adoption is unaffected unless its holder is a party to the restriction agreement or voted for the restriction.

For this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares (ORS 60.167(5)). The actual instrument must fit the statutory authorization and the earlier-share party-or-vote gate.

Permitted purposes and forms

ORS 60.167(3) authorizes restrictions used to maintain a corporate status dependent on shareholder number or identity, preserve a federal or state securities-law exemption, or serve another reasonable purpose.

The permitted forms are a first offer to the corporation or other people; an obligation for the corporation or other people to acquire the shares; approval by the corporation, holders of a class, or another person; and a prohibition involving designated people or classes. The offer and acquisition routes may operate separately, consecutively, or simultaneously. Approval and designated- person terms must not be manifestly unreasonable (ORS 60.167(4)).

The surveyed provision does not separately prescribe an ownership percentage cap, automatic-transfer mechanism, tax-attribute route, purchase price, valuation formula, funding method, or remedy.

Certificate and uncertificated-share notice

An authorized restriction is valid and enforceable against the holder or the holder's transferee when its existence is noted conspicuously on the front or back of the certificate or included in the written information statement for uncertificated shares. Without that notice, it is not enforceable against a person who has no knowledge of the restriction (ORS 60.167(2)).

ORS 60.164 lets the board authorize some or all classes or series without certificates unless the articles or bylaws provide otherwise. Existing certificated shares remain in that form until surrender. Within a reasonable time after an uncertificated issue or transfer, the corporation sends the shareholder the applicable certificate and restriction information.

What trips people up

Earlier-share assent and transferee notice are separate gates. Party status or a favorable vote determines whether an after-adopted restriction affects an earlier-issued share. Certificate or information-statement notice, and the person's knowledge, determine enforcement against a later person (ORS 60.167(1)-(2)).

Status and exemption authority do not supply the transaction mechanics. A restriction may serve those purposes, but the actual record must provide its ownership, trigger, acquisition, price, and process terms within the statute's limits.

Oregon's public-company statutes are a different layer. The Oregon Control Share Act and business-combination provisions address specified public-company acquisitions. They do not replace the ordinary private-corporation restriction and notice rules surveyed here.

Common questions

May an Oregon restriction appear in the bylaws?

Yes. ORS 60.167(1) expressly names the bylaws, along with the articles and the two shareholder-agreement routes. The earlier-share party-or-vote rule still applies.

May Oregon require the corporation to buy restricted shares?

Yes. ORS 60.167(4)(b) permits a restriction obligating the corporation or other people, separately, consecutively, or simultaneously, to acquire the shares. It does not set the trigger, price, valuation method, funding, or remedy.

Does the statute reach convertible securities?

Yes. ORS 60.167(5) includes a security convertible into or carrying a right to subscribe for or acquire shares.

Can Oregon shares be issued without certificates?

Yes, unless the articles or bylaws provide otherwise. ORS 60.164 preserves existing certificates until surrender and requires the written information statement after an uncertificated issuance or transfer.

Statutes and sources

• ORS 60.167(1)-(2) — authorized records, earlier-share assent, conspicuous certificate or information-statement notice, knowledge, and holder/transferee enforcement. Official Oregon Legislature text, accessed August 26, 2026.
• ORS 60.167(3)-(5) — authorized purposes, enumerated forms, manifest- unreasonableness limits, and covered convertible or subscription-right securities. Official Oregon Legislature text, accessed August 26, 2026.
• ORS 60.164(1)-(2) — board authorization of uncertificated shares, surrender of existing certificates, and the written information statement. Official Oregon Legislature text, accessed August 26, 2026.