2017 ORS 58.400¹
Filing requirements

This section is amended
Effective September 29, 2019
Relating to the language of documents submitted to the Secretary of State for filing; creating new provisions; amending ORS 58.400, 60.004, 62.025, 63.004, 65.004, 67.011 and 554.005; and prescribing an effective date.

(1) For the Secretary of State to file a document under this chapter, the document must 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.

(2) This chapter must require or permit filing the document with the Office of Secretary of State.

(3) The document must contain the information required by this chapter and may contain other information.

(4) The document must be legible.

(5) The document must be in the English language. The certificate of existence required of foreign professional corporations need not be in English if accompanied by a reasonably authenticated English translation.

(6) The document must be executed:

(a) By the chairperson of the board of directors of a domestic or foreign professional corporation, the corporation’s president or another of the corporation’s officers;

(b) If directors have not been selected or before the organizational meeting, by an incorporator;

(c) If the professional corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by the receiver, trustee or fiduciary; or

(d) By an agent of a person identified in this subsection, if the person authorizes the agent to execute the document.

(7) The person that executes the document shall state beneath or opposite the signature the person’s name and the capacity in which the person signs. The document may, but is not required to, contain:

(a) The corporate seal;

(b) An attestation by the secretary or an assistant secretary; and

(c) An acknowledgment, verification or proof.

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

(9) The document must be delivered to the Office of Secretary of State accompanied by the required fees.

(10) Delivery of a document to the Office of Secretary of State is accomplished only when the Office of Secretary of State actually receives the document. [1987 c.94 §4; 1999 c.486 §3; 2013 c.159 §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.