Chapter 58 — Chapter 58

ORS 58.005 Short title. This chapter shall be known and may be cited as the “Oregon Professional Corporation Act.” [1969 c.592 §1]

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ORS 58.010 [Repealed by 1961 c.726 §427]

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ORS 58.015 Definitions. As used in this chapter, unless the context requires otherwise

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ORS 58.020 [Repealed by 1961 c.726 §427]

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ORS 58.025 [1969 c.592 §3; 1971 c.184 §4; repealed by 1985 c.728 §110]

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ORS 58.030 [Repealed by 1961 c.726 §427]

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ORS 58.035 Application to persons licensed to render professional services. Except as provided in ORS 58.037, this chapter does not affect the right of persons licensed to render professional service or services within this state from so doing in any other business form permitted them by law, rules and regulations of the regulatory board of their profession and standards of professional conduct of their profession. [1969 c.592 §4; 1993 c.235 §2]

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ORS 58.037 Application to joint and several liability of shareholders of corporation organized under ORS chapter 60 for purpose of rendering professional services; exemption; application to architects. (1) Notwithstanding any provision of ORS chapter 60 or ORS 58.035, this chapter shall apply to a corporation, and to the joint and several liability of the shareholders of a corporation, organized by a professional under ORS chapter 60 for the purpose of rendering professional service or services unless, prior to December 1, 1992

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ORS 58.040 [Repealed by 1961 c.726 §427]

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ORS 58.045 Application of general corporation law and merger and conversion provisions. (1) The Oregon Business Corporation Act is applicable to domestic and foreign professional corporations except when inconsistent with this chapter. This chapter takes precedence in the event of any conflict with provisions of the Oregon Business Corporation Act

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ORS 58.048 When appearance by attorney not required. The provisions of ORS 9.320 requiring that a party that is not a natural person appear by attorney in all cases do not apply to a professional corporation incorporated under this chapter or authorized to render professional service or services in this state where the professional corporation is appearing before state administrative agencies. [1993 c.235 §36; 2015 c.7 §5]

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ORS 58.050 [Repealed by 1961 c.726 §427]

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ORS 58.060 [Repealed by 1961 c.726 §427]

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ORS 58.070 [Repealed by 1961 c.726 §427]

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ORS 58.075 [1969 c.592 §6; 1987 c.94 §123; repealed by 1993 c.235 §40]

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ORS 58.076 Purposes for which professional corporation may be organized. (1) Except to the extent authorized by subsection (2) of this section, a corporation may elect professional corporation status under ORS 58.085 solely for the purpose of rendering professional service or services, including services ancillary to them, and solely within a single profession

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ORS 58.080 [Repealed by 1961 c.726 §427]

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ORS 58.085 Who may incorporate; contents of articles of incorporation. One or more natural persons may act as incorporators of a professional corporation by delivering articles of incorporation to the Office of Secretary of State for filing. The articles of incorporation shall meet the requirements of the Oregon Business Corporation Act and, in addition, shall set forth

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ORS 58.087 When restatement of articles of incorporation required. A professional corporation shall restate its articles of incorporation under ORS 60.451 and shall comply with ORS 58.085 anytime the professional service or services to be rendered by the professional corporation are changed or as may be required by law. [1993 c.235 §27]

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ORS 58.090 [Repealed by 1961 c.726 §427]

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ORS 58.095 [1969 c.592 §8; repealed by 1993 c.235 §40]

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ORS 58.100 [Repealed by 1961 c.726 §427]

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ORS 58.101 Term of office for directors; classes. (1) Notwithstanding ORS 60.314, the articles of incorporation or bylaws of a professional corporation may specify any length for the term of office of director

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ORS 58.105 [1969 c.592 §9; 1983 c.717 §20; 1985 c.764 §5; repealed by 1993 c.235 §40]

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ORS 58.108 [1993 c.235 §29; repealed by 1997 c.774 §31]

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ORS 58.110 [Repealed by 1961 c.726 §427]

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ORS 58.112 [1993 c.235 §34; repealed by 1997 c.774 §31]

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ORS 58.115 Corporate name. The corporate name of a professional corporation shall comply with the rules and regulations of the regulatory board or boards or standards of professional conduct of the profession practiced through the corporation. The corporate name need not comply with ORS 60.094 (1), but shall contain the words “professional corporation” or the abbreviations “P.C.” or “Prof. Corp.” [1969 c.592 §13; 1985 c.728 §102; 1987 c.94 §17; 1993 c.235 §4; 1997 c.774 §6]

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ORS 58.120 [Repealed by 1961 c.726 §427]

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ORS 58.125 [1983 c.717 §§17,19; 1985 c.728 §43; 1993 c.235 §5; repealed by 1999 c.362 §67]

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ORS 58.129 Requirements to transact business in this state. (1) A foreign professional corporation may render professional service or services in this state only after the foreign professional corporation obtains

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ORS 58.130 [Repealed by 1961 c.726 §427]

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ORS 58.134 Application for authority to transact business. A foreign professional corporation may apply for authority to transact business in this state by delivering an application to the Office of Secretary of State for filing. The application must meet the requirements of ORS 60.707, and, in addition, shall set forth

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ORS 58.136 Amended application for authority to transact business. A foreign professional corporation shall file an amended application with the Office of Secretary of State anytime there is a change in the professional service or services to be rendered by the foreign professional corporation or in the business purpose as specified in the application under ORS 58.134, or as otherwise required by law. [1993 c.235 §31]

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ORS 58.139 [1987 c.94 §22; repealed by 1993 c.235 §40]

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ORS 58.140 [Repealed by 1961 c.726 §427]

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ORS 58.141 Rights and duties of foreign professional corporation and shareholders; authority to transact business. (1) A foreign professional corporation authorized to transact business in this state has the same but no greater rights and the same but no greater privileges as a domestic professional corporation and, except as otherwise provided in this chapter, is subject to the same duties, restrictions, penalties and liabilities imposed on a domestic professional corporation

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ORS 58.144 [1987 c.94 §23; repealed by 1993 c.235 §40]

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ORS 58.150 [Repealed by 1961 c.726 §427]

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ORS 58.155 [1969 c.592 §10; repealed by 1993 c.235 §40]

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ORS 58.156 Method by which professional corporation to render services; exceptions. (1) A domestic professional corporation or a foreign professional corporation may render professional service or services in this state only through a person or persons who are licensed or otherwise authorized in this state to render such professional service or services

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ORS 58.159 [1993 c.235 §28; repealed by 1997 c.774 §31]

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ORS 58.160 [Repealed by 1961 c.726 §427]

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ORS 58.165 Fees collected by corporation; compensation to person rendering services. A professional corporation may charge and collect fees for professional service or services rendered through the corporation and may compensate those who rendered the service or services. [1969 c.592 §12; 1993 c.235 §8]

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ORS 58.170 [Repealed by 1961 c.726 §427]

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ORS 58.175 [1969 c.592 §14; repealed by 1993 c.235 §40]

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ORS 58.176 [1993 c.235 §32; repealed by 1997 c.774 §31]

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ORS 58.180 [Repealed by 1961 c.726 §427]

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ORS 58.185 Liabilities of employees, shareholders and the corporation. (1) As used in this section

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ORS 58.187 Revision of limitations on liability in ORS 58.185 to reflect inflation or deflation; rules. (1) For the purpose of revising the amounts of the limitation on joint and several liability described in ORS 58.185 (5) and (8) to reflect the effects of inflation or deflation, the Secretary of State shall multiply the amounts under ORS 58.185 (5) and (8) by the inflation factor described in this section every six years. The six-year cycle shall begin January 1, 1994. The Secretary of State shall round the amount to the nearest $50,000 and publish the revised amount as a rule not later than February 1 following the end of the six-year cycle. The revised limitation shall take effect February 1 and apply for the next six years

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