Title 7, Corporations and Partnerships

“Office,” when used in this chapter to refer to the administrative unit directed by the Secretary of State, means the Office of Secretary of State. [1987 c.414 §53]

(1) The Secretary of State is the filing officer under ORS chapters 58, 60, 62, 63, 65, 67, 70, 554, 647 and 648 and ORS 128.560 to 128.600, 649.010 to 649.080, 649.990 and 661.210 to 661.280. (2) The duties, powers and authority of the Secretary of State under this chapter apply…

(1) Notwithstanding any provisions of ORS chapters 58, 60, 62, 63, 65, 67, 70, 554, 647 and 648 or ORS 128.560 to 128.600, 649.010 to 649.080, 649.990 or 661.210 to 661.280 relating to the Secretary of State as the filing officer: (a) A document may be delivered to the office of …

For purposes of performing business registry functions, the Secretary of State shall have the power: (1) To organize and reorganize, as necessary, the Office of Secretary of State as the Secretary of State deems necessary to conduct and administer the business registry functions.…

The Secretary of State shall have the power and authority reasonably necessary to enable the Secretary of State to carry out business registry functions and other duties imposed on the Secretary of State under ORS chapters 58, 60, 62, 63, 65, 67, 70, 554, 647 and 648 and ORS 128.…

(1) If a person seeks to make a business registry filing of a name with the Secretary of State under ORS chapter 58, 60, 62, 63, 65, 67, 70, 554 or 648 or ORS 128.560 to 128.600 that contains the word or words “banc,” “bancorp,” “bank,” “banker,” “banking,” “savings,” “safe depos…

The Secretary of State may designate one or more of the clerks, deputies or assistants of the Secretary of State, in the name of the Secretary of State, to sign or countersign papers, documents, orders and certificates requiring the signature of the Secretary of State. Any paper,…

(1) If a document is required by law to be verified before being submitted for filing with the Secretary of State, the document must include or be accompanied by a written declaration that the person who executes the document prepares under penalties of perjury to the effect that…

(1) The Secretary of State may refuse to file a document delivered for filing under ORS chapter 58, 60, 62, 63, 65, 67, 70, 79A, 87, 194, 305, 465, 466, 475, 554, 596, 634, 647, 648, 657 or 713 or under ORS 30.630, 81.248, 81.251 or 128.595 if the document contains a Social Secur…

(1) The Operating Account is established in the General Fund of the State Treasury. (2) The net amount accruing to the Secretary of State from all fees, charges, interest, fines, penalties and miscellaneous revenues from all sources relating to business registry functions, and mo…

Copies of all records and papers of the Office of the Secretary of State, certified by the Secretary of State, shall be received in evidence in all cases equally and with like effect as the original. [Amended by 1953 c.549 §138; 1957 c.227 §1; 1963 c.580 §14; 1985 c.351 §1; 1985 …

The Secretary of State shall keep, as records of office, books showing all acts, matters and things done by the Secretary of State in performing the business registry functions and duties of the Office of Secretary of State. [Amended by 1983 c.740 §6; 1985 c.728 §§2,2a; 1987 c.15…

(1) Except as provided in subsections (2), (3), (4) and (5) of this section, within one year after a filing, the Secretary of State may withdraw any certificate the secretary issued or document the secretary filed, except filings under ORS chapter 647, on any ground existing at t…

Except as the Secretary of State provides by rule, the following are not public records for the purposes of ORS 192.311 to 192.478: (1) Electronic data processing programs of the office; and (2) Electronic media used to record, process or store documents filed with the office und…

This section applies to certificates of the Secretary of State and documents filed by the Secretary of State under the business registry functions of the Secretary of State. All certificates issued by the Secretary of State and all copies of documents filed in the office of the S…

(1) The Secretary of State shall collect a nonrefundable fee of $100 for each of the following documents delivered to the Secretary of State for filing: (a) Articles of incorporation delivered for filing under ORS 58.085. (b) Articles of incorporation delivered for filing under O…

The Secretary of State is authorized to establish a petty cash fund, not to exceed $300, for the purpose of performing business registry functions. [1987 c.414 §65a]

(1) A Business Registration Information Center is established within the Office of the Secretary of State. (2) The primary functions of the center are: (a) To develop a system within the center by which accurate and easily understandable information with respect to the business r…

(1) As used in this section: (a) “Local agency” means every county, city, school district, municipal organization, district or political subdivision, or any board, commission or agency thereof, or any other local public agency. (b) “Small business” means a prospective, new or est…

As used in ORS 56.200 to 56.209: (1) “Business” means any corporation, partnership, company, cooperative, sole proprietorship or other legal entity organized or operating for pecuniary or nonpecuniary gain. (2) “Local government” has the meaning given that term in ORS 174.116. (3…

(1) The Office of Small Business Assistance is established within the Office of Secretary of State. The Secretary of State shall employ and appoint personnel necessary to perform the functions and duties of the Office of Small Business Assistance. (2) The Office of Small Business…

(1) In performing its duties under ORS 56.203 (2)(e), the Office of Small Business Assistance shall: (a) Within 30 days after a request for assistance from a small business or local government, notify the requester of whether the office will work with the requester. (b) Upon inqu…

(1) In addition to the duties and responsibilities described in ORS 56.203, the Office of Small Business Assistance may, except as provided in subsection (2) of this section, conduct reviews and investigations of complaints received from small businesses with respect to interacti…

A person who makes a complaint or who participates in a review and investigation of a complaint under ORS 56.206 may not be subject to a penalty, sanction or restriction in connection with the person’s employment or be denied any right, privilege or benefit because of the complai…

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.…