Title: Exploring the Oregon Agreement Between Board Member and Close Corporation Introduction: In the state of Oregon, an Agreement Between Board Member and Close Corporation holds immense significance as it outlines the terms and conditions governing the relationship between a board member and the corporation they serve. This comprehensive document tackles various aspects, including board member duties, rights, and obligations, and serves as a legal framework for both parties involved. Let's delve deeper into this agreement, exploring its key components and the different types that exist within Oregon. Key Components: 1. Identification of Parties: The agreement begins with a clear identification of the close corporation and the board member entering into the agreement. This section often includes the corporation's legal name, address, and the board member's name and address. 2. Roles and Responsibilities: One of the primary aspects covered in this agreement is outlining the board member's roles and responsibilities. This section clarifies the expectations placed upon the board member and defines their fiduciary duties to act in the best interest of the corporation. 3. Term of Agreement: The agreement specifies the duration for which the board member will serve, ensuring clarity regarding the commencement and termination of their appointment. It may include provisions for extensions or renewals if applicable. 4. Compensation and Benefits: The agreement addresses the compensation and benefits package offered to the board member. This includes details such as remuneration, stock options, retirement plans, indemnification agreements, and other perks, if applicable. 5. Confidentiality and Non-Disclosure: To protect the corporation's confidential information, this section highlights the board member's obligation to maintain the utmost confidentiality during and even after their tenure. It may also include non-disclosure clauses to safeguard trade secrets and proprietary information. 6. Dispute Resolution: This section outlines the process for resolving any disagreements or conflicts that may arise during the board member's tenure. It may specify mediation, arbitration, or litigation as dispute resolution mechanisms, depending on the preferences of the parties involved. Types of Oregon Agreement Between Board Member and Close Corporation: While the core components mentioned above remain consistent among Oregon agreements, different types or variations may exist depending on the specific needs and characteristics of the close corporation. Some commonly found types are: 1. Non-Profit Close Corporation Agreement: Specifically tailored for non-profit organizations, this agreement differs slightly due to the unique nature of such entities. 2. Small Business Close Corporation Agreement: Designed to cater to the needs of small businesses, this agreement may include provisions relevant to the company's size, structure, and growth potential. 3. Closely-Held Close Corporation Agreement: This agreement takes into account the close-knit nature of a closely-held corporation where the board members and shareholders often overlap, necessitating additional clauses to address potential conflicts of interest. Conclusion: The Oregon Agreement Between Board Member and Close Corporation sets the foundation for a positive and productive relationship between a board member and the corporation. It ensures clarity, protects interests, and establishes a framework in which both parties can operate harmoniously. By understanding the key components and the various types available, corporations in Oregon can draft agreements that meet their specific needs and comply with state laws.
Oregon Agreement Between Board Member and Close Corporation
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A corporate contract generally is only binding if it is signed by the proper parties within the company. Corporate officers typically have authority to enter garden-variety contracts on behalf of their corporations.
A close corporation is a corporation which does not exceed a statutorily defined number of shareholders and is not a public corporation. This number depends on the state's business laws, but the number is usually 35 shareholders.
Pros of Close CorporationsFewer formalities. The most obvious advantage of a close corporation is fewer rules to follow.Limited liability. In general, shareholders of a close corporation are not personally liable for the business's debt.More shareholder control.More freedom.
A Close Corporation has members and a Company has shareholders and directors. The Close Corporation has its own estate seperate from its members.
Oregon Corporation DissolutionStep 1: The Corporate Resolution. The first step in dissolution is drafting the proper corporate resolution.Step 2: File Articles of Dissolution.Step 3: File Form 966.Step 4: Plan of Liquidation (Optional)Step 5: Notice (Optional)19-Mar-2022
A CC is similar to a private company. It is a legal entity with its own legal personality and perpetual succession and must register as a taxpayer in its own right. A CC has no share capital and therefore no shareholders. The owners of a CC are the members of the CC.
The easiest definition of a close corporation is one that is held by a limited number of shareholders and is not publicly traded. The company is run by the shareholders and is generally exempt from many requirements of other corporations, including having a board of directors and holding annual meetings.
A close corporation is a corporation which does not exceed a statutorily defined number of shareholders and is not a public corporation. This number depends on the state's business laws, but the number is usually 35 shareholders.
Ernst & Young, PricewaterhouseCoopers, SC Johnson, Hearst Corporation, and Publix Super Markets, Inc. are other well-known U.S. closed corporations. Some examples of a non-U.S. closed corporation are Sweden's IKEA, Germany's ALDI and Bosch, and Denmark's LEGO.
Close Corporations Key Featuresa Close Corporation (cc) is a legal entity.Audited financial statements are not required for Close Corporations.Meetings are not compulsory and can be held on an ad hoc basis.Close Corporations (CCs) may become shareholders in other companies.More items...