ORS 58.400¹
Filing requirements

(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 document that this chapter or another law requires or permits a person to file with the Secretary of State.

(C) Include the information this chapter requires.

(D) Be legibly written in the English language and in the alphabet used to write the English language, except as provided in subsections (3) and (4) of this section.

(E) Be delivered to the Secretary of State along with required fees. Delivery occurs only when the Secretary of State actually receives the document.

(b) The document may include:

(A) Information other than the information required under paragraph (a) of this subsection;

(B) Arabic or Roman numerals and incidental punctuation;

(C) The seal of the domestic professional corporation or foreign professional corporation;

(D) An attestation by the secretary or an assistant secretary of the domestic professional corporation or foreign professional corporation; or

(E) An acknowledgement, verification or proof.

(2)(a) A person that executes a document for filing under this section must be:

(A) The chairperson of the board of directors, the president or another officer of a domestic professional corporation or foreign professional corporation;

(B) An incorporator, if directors of the domestic professional corporation or foreign professional corporation have not been selected or if the document is presented for filing before an organizational meeting has occurred;

(C) A receiver, trustee or other court-appointed fiduciary, if the domestic professional corporation or foreign professional corporation is subject to the control of the receiver, trustee or fiduciary; or

(D) An agent of a person identified in this paragraph, if the person authorizes the agent to execute the document.

(b) The person that executes the document shall state beneath or opposite the person’s signature the person’s name and the capacity in which the person signs.

(3)(a) If under ORS 58.440 (Forms) the Secretary of State has prescribed a mandatory form for a document, including an electronic form, the document must be in or on the prescribed form.

(b) The Secretary of State shall make versions of the form described in paragraph (a) of this subsection available in at least the five languages that are most commonly spoken and written in this state by persons with limited proficiency in the English language. Each version of the form must include an English translation of the form’s contents.

(c) For the purpose described in paragraph (b) of this subsection, the Secretary of State shall specify Spanish, Chinese, Vietnamese, Russian and Korean as the five languages that are most commonly spoken and written in this state by persons with limited proficiency in the English language. The Secretary of State shall review the specification in this paragraph after the completion of the 2030 United States Census and each subsequent decennial census and shall recommend in a report to the Joint Committee on Ways and Means any changes in the specification that the Secretary of State deems necessary. The Secretary of State may change the specification only after receiving the approval of the Legislative Assembly and an appropriation in an amount that is sufficient to pay the costs of updating each version of the mandatory form and any system the Secretary of State uses to process the mandatory form.

(d) If a person completes with, or attaches to, a form described in paragraph (a) or (b) of this subsection information written in a language other than English, the person shall submit a reasonably authenticated English translation of the information along with the form.

(4) A certificate of existence required for a foreign professional corporation may be written in a language other than English if a reasonably authenticated English translation accompanies the certificate. [1987 c.94 §4; 1999 c.486 §3; 2013 c.159 §1; 2019 c.597 §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 (2019) (last ac­cessed May 16, 2020).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2019, Chapter 58, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano058.­html (2019) (last ac­cessed May 16, 2020).
 
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.
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