Directors of a corporation owe two primary fiduciary duties under Oregon law: the Duty of Care and the Duty of Loyalty. The Duty of Care requires directors to act with the care an ordinarily prudent person would use in similar circumstances. The Duty of Loyalty requires directors to act in the best interests of the corporation and avoid conflicts of interest.
The Bylaws of a corporation are the primary document that governs the internal affairs and management of the corporation. They outline the procedures for meetings, the roles and duties of officers and directors, and other internal policies. While the Articles of Incorporation establish the corporation's existence and its basic structure, the Bylaws provide detailed governance rules.
Oregon law requires a corporation to have at least one director. This is a lower minimum compared to some other states, which may require two or more directors. This flexibility allows smaller corporations to comply with governance requirements while starting their operations.
The key difference is that a limited partnership (LP) must have at least one general partner who is personally liable for the debts and obligations of the partnership and one or more limited partners who have limited liability but do not participate in management. In contrast, a limited liability partnership (LLP) provides limited liability to all partners and does not distinguish between general and limited partners.
For a limited liability company (LLC) to be dissolved voluntarily in Oregon, a majority vote of the members is required. The specific requirements for dissolution, including any additional procedures or filings, are outlined in the LLC's operating agreement and Oregon law. While a Certificate of Dissolution must be filed with the Secretary of State to complete the dissolution process, the initial step involves obtaining the necessary member approval.
