Chapter 58 — Chapter 58
106 sections in this chapter.
ORS 58.190 [Repealed by 1961 c.726 §427]
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[Repealed or reserved.]
ORS 58.195 [1969 c.592 §22; 1987 c.94 §19; repealed by 1993 c.235 §40]
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[Repealed or reserved.]
ORS 58.196 Limits on merger. (1) A domestic professional corporation may merge with one or more domestic professional corporations if the professional corporations are organized to render the same professional service or services
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(2) Foreign professional corporations and domestic professional corporations that are organized to render the same professional service or services may merge unless the mergers are prohibited by the regulatory boards having jurisdiction of the professional corporations in their r…
ORS 58.200 [Repealed by 1961 c.726 §427]
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[Repealed or reserved.]
ORS 58.205 Corporation prohibited from doing acts prohibited to professional licensee. No domestic or foreign professional corporation may do any act which is prohibited to a person licensed to render the professional service or services for which the corporation is organized. [1969 c.592 §16; 1987 c.94 §24; 1993 c.235 §13]
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[Repealed or reserved.]
ORS 58.210 [Repealed by 1961 c.726 §427]
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[Repealed or reserved.]
ORS 58.215 [1969 c.592 §28; repealed by 1997 c.774 §31]
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[Repealed or reserved.]
ORS 58.220 [Repealed by 1961 c.726 §427]
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[Repealed or reserved.]
ORS 58.225 Annual reports. The annual report of a domestic or foreign professional corporation shall meet the requirements of the Oregon Business Corporation Act. [1969 c.592 §23; 1985 c.764 §6; 1987 c.94 §25; 1993 c.235 §14; 1995 c.215 §4; 1997 c.774 §9]
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[Repealed or reserved.]
ORS 58.230 [Repealed by 1961 c.726 §427]
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[Repealed or reserved.]
ORS 58.235 [1969 c.592 §29; 1983 c.717 §21; repealed by 1987 c.94 §174]
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[Repealed or reserved.]
ORS 58.240 [Repealed by 1961 c.726 §427]
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[Repealed or reserved.]
ORS 58.250 [Repealed by 1961 c.726 §427]
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[Repealed or reserved.]
ORS 58.255 [1969 c.592 §18; 1985 c.764 §7; 1993 c.235 §15; repealed by 1997 c.774 §31]
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[Repealed or reserved.]
ORS 58.265 [1969 c.592 §11; 1985 c.764 §8; 1993 c.235 §16; repealed by 1997 c.774 §31]
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[Repealed or reserved.]
ORS 58.275 [1969 c.592 §20; 1993 c.235 §17; repealed by 1997 c.774 §31]
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[Repealed or reserved.]
ORS 58.285 [1969 c.592 §21; 1993 c.235 §18; repealed by 1997 c.774 §31]
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[Repealed or reserved.]
ORS 58.295 [1969 c.592 §19; repealed by 1993 c.235 §40]
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[Repealed or reserved.]
ORS 58.300 Redemption of shares. A professional corporation may redeem shares of the corporation notwithstanding the provisions of ORS 60.181. [1993 c.235 §35]
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RELATIONSHIP OF CORPORATION TO PROFESSIONAL LICENSING AGENCIES
ORS 58.325 Application to professional licensing agencies. This chapter does not restrict or limit in any manner the duties and powers of any regulatory board relating to licensing individuals rendering professional service or services or to regulating the rendering of professional service or services. [1969 c.592 §17; 1993 c.235 §19]
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[Repealed or reserved.]
ORS 58.335 Filing of documents with professional licensing agency; rules. The regulatory board, by rule or regulation, may require that a professional corporation file with the board any documents the board requires to carry out its duties. [1969 c.592 §24; 1993 c.235 §20]
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[Repealed or reserved.]
ORS 58.345 Registration and renewal with professional licensing agency; fees; rules. The regulatory board by rule or regulation may require that professional corporations register with it and may establish a fee, with the approval of the Oregon Department of Administrative Services, for the registration and renewal thereof. [1969 c.592 §25; 1983 c.128 §1; 1985 c.728 §44; 1993 c.235 §21]
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[Repealed or reserved.]
ORS 58.355 Suspension, revocation or refusal of certificate of registration. (1) The regulatory board may suspend, revoke or refuse to issue or renew any certificate of registration for any of the following reasons
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(a) The revocation or suspension of the license of any officer, director, shareholder or employee not promptly suspended or discharged by the corporation; (b) The death of the last remaining shareholder; or (c) Upon finding that the holder of or applicant for a certificate has fa…
ORS 58.365 Oregon State Bar as regulating board for attorneys; appeals from Oregon State Bar to Supreme Court; rules applicable to corporations rendering legal services. (1) For the purpose of this chapter the regulatory board for attorneys shall be the Board of Governors of the Oregon State Bar
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(2) Appeal under ORS 58.355 from determinations of the Board of Governors of the Oregon State Bar shall be directly to the Supreme Court of the State of Oregon, and the procedure for appeal to the Supreme Court shall be the same as procedure for appeal to the Court of Appeals und…
ORS 58.367 Authority of regulatory board to establish rules affecting professional corporation. Except as otherwise provided by law, the regulatory board applicable to each professional service rendered by a professional corporation may establish rules and regulations affecting the corporation and its officers, directors and shareholders that are in addition to the provisions of this chapter. [1997 c.774 §4]
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[Repealed or reserved.]
ORS 58.369 Application of chapter to practice of dentistry. Nothing in this chapter is intended to supersede the provisions of ORS 679.020. [1997 c.774 §27]
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[Repealed or reserved.]
ORS 58.375 [1997 c.774 §17; 2007 c.557 §1; 2017 c.336 §1; 2025 c.295 §2; renumbered 58.500 in 2025]
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[Repealed or reserved.]
ORS 58.376 [2017 c.179 §2; 2024 c.73 §21; 2025 c.295 §3; renumbered 58.503 in 2025]
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[Repealed or reserved.]
ORS 58.377 [1997 c.774 §18; 2003 c.576 §317; renumbered 58.509 in 2025]
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[Repealed or reserved.]
ORS 58.379 [1997 c.774 §19; renumbered 58.512 in 2025]
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[Repealed or reserved.]
ORS 58.381 [1997 c.774 §20; renumbered 58.515 in 2025]
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[Repealed or reserved.]
ORS 58.383 [1997 c.774 §21; renumbered 58.518 in 2025]
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[Repealed or reserved.]
ORS 58.385 [1997 c.774 §22; renumbered 58.521 in 2025]
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[Repealed or reserved.]
ORS 58.387 [1997 c.774 §23; 2019 c.165 §31; renumbered 58.524 in 2025]
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[Repealed or reserved.]
ORS 58.389 [1997 c.774 §24; renumbered 58.527 in 2025]
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FILING DOCUMENTS
ORS 58.400 Filing requirements. (1)(a) For the Secretary of State to file a document under this chapter, the document must
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(A) Satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section. (B) Be a type of document that this chapter or another law requires or permits a person to file with the Secreta…
ORS 58.410 Filing, service, copying and certification fees. The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 for copying any public record under this chapter, certifying the copy or certifying to other facts of record under this chapter. [1987 c.94 §6; 1989 c.383 §2; 1991 c.132 §2; 1999 c.362 §§2,2a]
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[Repealed or reserved.]
ORS 58.420 Effective time and date of document. (1) Except as provided in subsection (2) of this section and ORS 58.430, a document accepted for filing is effective on the date it is filed by the Secretary of State and at the time, if any, specified in the document as its effective time
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(2) If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date but no time, the document becomes effective on that date. A delayed effective date for a document may not…
ORS 58.430 Correcting filed document. (1) A domestic or foreign professional corporation may correct a document filed by the Secretary of State, other than an annual report, if the document contains an incorrect statement or was defectively executed, attested, sealed, verified or acknowledged
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(2) A domestic or foreign professional corporation shall correct a document by delivering articles of correction to the Office of Secretary of State. The articles shall include the following: (a) A description of the document, including its filing date, or a copy of the document.…
ORS 58.440 Forms; rules. Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed by this chapter. The Secretary of State may by rule require the use of the forms. [1987 c.94 §5; 1995 c.215 §5]
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[Repealed or reserved.]
ORS 58.450 Filing duty of Secretary of State; rules. (1) If a document delivered to the Office of Secretary of State for filing satisfies the requirements of ORS 58.400, the Secretary of State shall file it
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(2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, except as provided in ORS 58.225, 60.114, 60.117, 60.724 and 60.727, the Secretary of State shall return an acknowle…
ORS 58.455 Penalty for signing false document. (1) A person commits the crime of signing a false document for filing if the person
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(a) Knows the document is false in any material respect; and (b) Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this chapter. (2) Signing a false document for filing is a Class A misdemeanor. [2013 c.158 §…
ORS 58.460 Appeal from Secretary of State’s refusal to file document. If the Secretary of State refuses to file a document delivered to the Office of Secretary of State for filing, the domestic or foreign professional corporation, in addition to any other legal remedy that may be available, shall have the right to appeal from such order pursuant to the provisions of ORS 183.480. [1987 c.94 §10]
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[Repealed or reserved.]
ORS 58.470 Evidentiary effect of copy of filed document. (1) A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State’s signature, which may be in facsimile, is conclusive evidence that the original document, or a facsimile thereof, is on file with the Office of Secretary of State
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(2) The provisions of ORS 56.110 apply to all documents filed pursuant to this chapter. [1987 c.94 §11]
ORS 58.480 Certificate of existence or authorization. (1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic professional corporation or a certificate of authorization for a foreign professional corporation
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(2) A certificate of existence or authorization when issued means that: (a) The domestic professional corporation’s corporate name or the foreign professional corporation’s corporate name is registered in this state; (b) The domestic professional corporation is duly incorporated …
ORS 58.490 Powers. The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter. [1987 c.94 §13]
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PRACTICING MEDICINE AND RENDERING HEALTH CARE SERVICES
ORS 58.500 Requirements for professional corporations organized to practice medicine; application to various entities. (1) As used in this section, “professional corporation” means a professional corporation organized for the purpose of practicing medicine
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(2) In a professional corporation: (a) Physicians who are licensed in this state to practice medicine must hold the majority of each class of shares that are entitled to vote. (b) Physicians who are licensed in this state to practice medicine must be a majority of the directors. …
ORS 58.503 Requirements for professional corporations organized to render professional health care services. (1) As used in this section
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(a) “Licensee” means an individual who has a license as a physician or a license as a physician associate from the Oregon Medical Board or who has a license as a nurse practitioner from the Oregon State Board of Nursing. (b) “Professional corporation” means a professional corpora…
ORS 58.506 Requirements for professional corporations organized for the purpose of practicing naturopathic medicine. (1) As used in this section
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(a) “Naturopathic medicine” has the meaning given that term in ORS 685.010. (b) “Naturopathic physician” has the meaning given that term in ORS 685.010. (c) “Professional corporation” means a professional corporation organized for the purpose of practicing naturopathic medicine o…
ORS 58.509 Transferee of shares; limit on time as director, officer or shareholder. If all of the outstanding shares of a professional corporation organized for the purpose of practicing medicine are held by an administrator, executor, personal representative, guardian, conservator or receiver of the estate of a former shareholder, or by a transferee who receives such shares by operation of law or by a judgment, such administrator, executor, personal representative, guardian, conservator, receiver or transferee may be a director, officer or shareholder of the professional corporation for a period of six months following receipt or transfer of such shares. [Formerly 58.377]
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[Repealed or reserved.]