Title 7, Corporations and Partnerships

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

As used in this chapter, unless the context requires otherwise: (1) “Foreign professional corporation” means a professional corporation organized under laws other than the laws of this state. (2) “License” includes a license, certificate of registration, permit or other legal aut…

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 profess…

(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 se…

(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. (2) Subject to th…

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…

(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 p…

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 addi…

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]

(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. (2) If the articles of incorporation or bylaws specify a length for the term of office of director other than that prov…

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 sha…

(1) A foreign professional corporation may render professional service or services in this state only after the foreign professional corporation obtains: (a) Approval from the regulatory board of each professional service which will be rendered in this state before offering or re…

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: (1) The professi…

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 appli…

(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, …

(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. (2) Sub…

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]

(1) As used in this section: (a) “Licensed Oregon shareholder” means a shareholder of a professional corporation who holds a license to render the specified professional services of the corporation and who practices more than incidentally in this state. (b) “Specified professiona…

(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 facto…

(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. (2) Foreign professional corporations and domestic professional corporations t…

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]

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]

A professional corporation may redeem shares of the corporation notwithstanding the provisions of ORS 60.181. [1993 c.235 §35] RELATIONSHIP OF CORPORATION 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]

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]

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.…

(1) The regulatory board may suspend, revoke or refuse to issue or renew any certificate of registration for any of the following reasons: (a) The revocation or suspension of the license of any officer, director, shareholder or employee not promptly suspended or discharged by the…

(1) For the purpose of this chapter the regulatory board for attorneys shall be the Board of Governors of the Oregon State Bar. (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…

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 provisio…

Nothing in this chapter is intended to supersede the provisions of ORS 679.020. [1997 c.774 §27]

(1)(a) For the Secretary of State to file a document under this chapter, the document must: (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 doc…

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 und…

(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. (2) If a document specifies a delayed e…

(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. (2) A domestic or forei…

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]

(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. (2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the da…

(1) A person commits the crime of signing a false document for filing if the person: (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 cha…

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…

(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. …

(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. (2) A certificate of existence or authorization when issued means that: (a) The d…

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] PRACTICING MEDICINE AND RENDERING HEALTH CARE SERVICES

(1) As used in this section, “professional corporation” means a professional corporation organized for the purpose of practicing medicine. (2) In a professional corporation: (a) Physicians who are licensed in this state to practice medicine must hold the majority of each class of…

(1) As used in this section: (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”…

(1) As used in this section: (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 pract…

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 receive…

A professional corporation organized for the purpose of practicing medicine has the powers enumerated in ORS 60.077 and 60.081, except as provided otherwise by the Oregon Medical Board. [Formerly 58.379]

(1) A proxy to vote the shares of a professional corporation organized for the purpose of practicing medicine may be given under the following conditions: (a) If the shareholder granting the proxy is a physician licensed in this state to practice medicine, the proxy may be given …

(1) A shareholder of a professional corporation organized for the purpose of practicing medicine may sell or transfer shares only in a manner that leaves the corporation in compliance with this chapter. (2) Subject to subsection (1) of this section, the articles of incorporation,…

(1) If a physician practicing medicine on behalf of a professional corporation is disqualified from practicing medicine for more than six months or assumes a public office, the duties of which prohibit practicing medicine for more than six months under the rules of the Oregon Med…

(1) A professional corporation organized for the purpose of practicing medicine and its shareholders may provide for the disposition of a deceased shareholder’s shares in the articles of incorporation, in the bylaws, by agreement between the corporation and its shareholders or by…