Title 7, Corporations and Partnerships

(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…

If the articles of incorporation or bylaws of a professional corporation organized for the purpose of practicing medicine do not provide a price or method of determining a price at which the corporation may purchase or redeem the shares, or at which its shareholders may purchase …

ORS 59.005 to 59.505, 59.991 and 59.995 may be cited as the Oregon Securities Law. [1967 c.537 §2]

As used in the Oregon Securities Law, unless the context otherwise requires: (1) “Broker-dealer” means a person who engages, all or part of the time, in effecting transactions in securities for the account of others or for the person’s own account. “Broker-dealer” does not includ…

The following securities are exempt from ORS 59.049 and 59.055: (1)(a) A security issued or guaranteed by the United States or a state, or by a political subdivision, agency or other instrumentality of the United States or a state. (b) Any other security offered in connection wit…

The following transactions are exempt from ORS 59.049 and 59.055 if they are not part of an attempt to evade fraudulently any provision of the Oregon Securities Law: (1) Any transaction by a sheriff, marshal or court appointed fiduciary. (2) An isolated nonissuer transaction in t…

(1) The Director of the Department of Consumer and Business Services may by rule or order, as to any security or any type of security transaction: (a) Deny, withdraw or condition the exemptions allowed by ORS 59.025 and 59.035 if, in the director’s opinion, the further sale of th…

Federal covered securities may be offered and sold in this state without registration, subject to the following: (1) Unless otherwise exempt from registration under ORS 59.025 or 59.035, any federal covered security that is subject to section 18(b)(2) of the Securities Act of 193…

References in ORS 59.005 to 59.505, 59.991 and 59.995 to federal statutes or federal regulations shall be construed to refer to those statutes or regulations as they are in effect on April 19, 1999. [1999 c.53 §8]

It is unlawful for any person to offer or sell any security in this state, unless: (1) The security is registered and the offer or sale is not in violation of any rule or order of the Director of the Department of Consumer and Business Services or any condition, limitation or res…

(1) The Director of the Department of Consumer and Business Services by rule shall establish procedures for registering securities. The director may coordinate registration in this state with any federal securities Act or national registration system. (2) Every registration appli…

(1) A registrant under ORS 59.065 shall amend the registration application submitted under ORS 59.065 when there are material changes in the terms and conditions of the original registration. “Material changes in the terms and conditions of the original registration” includes an …

(1) The Director of the Department of Consumer and Business Services shall register the securities unless the director finds that registration should be denied on one or more of the grounds specified in ORS 59.105. The securities may thereafter be sold in accordance with the regi…

The Director of the Department of Consumer and Business Services may, by rule or order, impose on a registration such conditions, limitations and restrictions as the director deems appropriate to make the issue fair, just and equitable, including the following: (1) That a prospec…

(1) The proponents of a plan pursuant to which a security is to be issued in exchange for one or more bona fide outstanding securities, claims or property interests, or partly in such exchange and partly for cash, except a security the issuance of which is under supervision, regu…

(1) Except as provided in subsection (2) of this section, the Director of the Department of Consumer and Business Services may by order deny, suspend or revoke any registration, if the director finds that: (a) The proposed plan of business of the issuer, the characteristics and t…

(1) A person is liable as provided in subsection (2) of this section to a purchaser of a security if the person: (a) Sells or successfully solicits the sale of a security, other than a federal covered security, in violation of the Oregon Securities Law or of any condition, limita…

(1) Except as provided in subsection (3) of this section, no action or suit may be commenced under ORS 59.115 if the purchaser has received before suit a written notice as outlined in subsection (2) of this section. (2) The notice shall contain: (a) An offer to pay the amount spe…

(1) A person is liable as provided in subsection (2) of this section to the person selling the security, if the person: (a) Purchases or successfully solicits the purchase of a security, other than a federal covered security, in violation of any condition, limitation or restricti…

(1) Except as provided in subsection (3) of this section, no action or suit may be commenced under ORS 59.127 if the seller has received before suit a written notice of intent to return the security as outlined in subsection (2) of this section. (2) The notice shall contain: (a) …

It is unlawful for any person, directly or indirectly, in connection with the purchase or sale of any security or the conduct of a securities business or for any person who receives any consideration from another person primarily for advising the other person as to the value of s…

(1) Any person who violates or materially aids in a violation of ORS 59.135 (1), (2) or (3) is liable to any purchaser or seller of the security for the actual damages caused by the violation, including the amount of any commission, fee or other remuneration paid, together with i…

(1) Neither the fact that a notice filing or an application for registration or a license under the Oregon Securities Law has been filed nor the fact that a person is effectively licensed or a security is effectively registered constitutes a finding by the Director of the Departm…

(1) The Director of the Department of Consumer and Business Services shall be an agent for the following persons upon whom may be served at any time any process, notice or demand in a civil proceeding under the Oregon Securities Law, including a proceeding brought by the director…

(1) It is unlawful for any person to transact business in this state as a broker-dealer or salesperson unless the person is licensed under the Oregon Securities Law. (2) A broker-dealer or state investment adviser may not be licensed in this state unless the broker-dealer or stat…

(1) The Director of the Department of Consumer and Business Services by rule shall establish procedures for notice filings required of federal covered investment advisers as well as procedures for licensing broker-dealers, state investment advisers, investment adviser representat…

(1) Every license of a broker-dealer or state investment adviser expires one year after the date of issuance unless the Director of the Department of Consumer and Business Services establishes a different expiration date for purposes of coordination with any national registration…