2007 ORS 671.045¹
Liability of professional corporation

ORS 671.041 (Practice of architecture by corporations, limited liability companies and partnerships) to 671.047 (Application of general corporation law to professional corporations) do not affect the law applicable to the professional relationship and liabilities between a person rendering professional service and a person receiving the service, and ORS 671.041 (Practice of architecture by corporations, limited liability companies and partnerships) to 671.047 (Application of general corporation law to professional corporations) do not affect the standards of professional conduct of a profession. A shareholder, director, officer, employee or agent of a professional corporation may be held personally liable for negligent or wrongful acts or misconduct committed by that person, or by a person under the direct supervision and control of that person, while rendering professional service on behalf of the corporation to a person receiving the service the same as though the service was being rendered by an individual. A shareholder, director or officer may also be held liable for negligent or wrongful acts or misconduct in participation with such acts or misconduct of another shareholder, director or officer of the corporation. The corporation is jointly and severally liable up to the full value of its assets for such acts or misconduct. However, the shareholders, directors, officers, employees and agents of the corporation are not personally liable for the debts or other contractual obligations of the corporation. [1969 c.596 §3; 1977 c.803 §5; 1991 c.910 §4; 1997 c.249 §203]

1 Legislative Counsel Committee, CHAPTER 671—Architect; Landscape Professions and Business, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­671.­html (2007) (last ac­cessed Feb. 12, 2009).
 
2 OregonLaws.org contains the con­tents of Volume 21 of the ORS, inserted along­side the per­tin­ent statutes. See the preface to the ORS An­no­ta­tions for more information.
 
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent.