2017 ORS 58.375¹
Requirements for professional corporations organized to practice medicine
  • application to various entities

(1) In a professional corporation organized for the purpose of practicing medicine:

(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.

(c) All officers except the secretary and treasurer, if any, must be physicians who are licensed in this state to practice medicine. The same person may hold any two or more offices.

(d) Except as otherwise provided by law, the Oregon Medical Board may expressly require that physicians who are licensed in this state to practice medicine hold more than a majority of each class of shares that is entitled to vote.

(e) Except as otherwise provided by law, the Oregon Medical Board may expressly require that physicians who are licensed in this state to practice medicine be more than a majority of the directors.

(2) A professional corporation may be a shareholder of a professional corporation organized for the purpose of practicing medicine solely for the purpose of effecting a reorganization as defined in the Internal Revenue Code.

(3)(a) The provisions of subsections (1) and (2) of this section do not apply to:

(A) A nonprofit corporation that is organized under Oregon law to provide medical services to migrant, rural, homeless or other medically underserved populations under 42 U.S.C. 254b or 254c, as in effect on January 1, 2018;

(B) A health center that is qualified under 42 U.S.C. 1396d(1)(2)(B), as in effect on January 1, 2018, that operates in compliance with other applicable state or federal law; or

(C) Except as provided in paragraph (b) of this subsection, a for-profit or nonprofit business entity that is incorporated or organized under the laws of this state, that provides the entirety of the business entity’s medical services through one or more rural health clinics, as defined in 42 U.S.C. 1395x, as in effect on January 1, 2018, and that operates in compliance with state and federal laws that apply to rural health clinics.

(b) A business entity is exempt under this subsection for a period of up to one year after the business entity establishes a rural health clinic, even though the rural health clinic that the business entity establishes does not meet all of the elements of the definition set forth in 42 U.S.C. 1395x, as in effect on January 1, 2018, if during the one-year period an applicable certification for the rural health clinic is pending. [1997 c.774 §17; 2007 c.557 §1; 2017 c.336 §1]

Chapter 58

Notes of Decisions

Professional legal corpora­tion organized under this chapter may not serve as trustee. Erwin & Erwin v. Bronson, 117 Or App 443, 844 P2d 269 (1992), Sup Ct review denied

Atty. Gen. Opinions

This chapter as authorizing partnership of corpora­tion and individual; validity of partnership between a professional corpora­tion and an individual when corpora­tion charter so provides, (1972) Vol 36, p 94

Law Review Cita­tions

24 WLR 717 (1988)

1 Legislative Counsel Committee, CHAPTER 58—Professional Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors058.­html (2017) (last ac­cessed Mar. 30, 2018).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2017, Chapter 58, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano058.­html (2017) (last ac­cessed Mar. 30, 2018).
 
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.