2017 ORS 60.004¹
Filing requirements

(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) The document must be a type of document that this chapter or another law requires or permits a person to file with the Office of the 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 corporations need not be in English if accompanied by a reasonably authenticated English translation.

(6) The document must be signed by:

(a) The chair of the board of directors of a domestic or foreign corporation, the corporation’s president or another of the corporation’s officers;

(b) An incorporator, if directors have not been selected or before the organizational meeting;

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

(d) An agent of a person identified in this subsection, if the person authorizes the agent to sign the document.

(7) The person that signs the document shall:

(a) Declare, above the person’s signature and under penalty of perjury, that the document does not fraudulently conceal, fraudulently obscure, fraudulently alter or otherwise misrepresent the identity of the person or any of the officers, directors, employees or agents of the corporation on behalf of which the person signs; and

(b) State beneath or opposite the signature the person’s name and the capacity in which the person signs.

(8) The document may, but is not required to, contain:

(a) The corporate seal;

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

(c) An acknowledgment, verification or proof.

(9) If the Secretary of State has prescribed a mandatory form for the document under ORS 60.016 (Forms), the document must be in or on the prescribed form.

(10) The document must be delivered to the office and must be accompanied by the required fees.

(11) Delivery of a document to the office is accomplished only when the office actually receives the document. [1987 c.52 §4; 1989 c.1040 §3; 1999 c.486 §5; 2013 c.159 §2; 2017 c.705 §§9,9a]

Chapter 60

Notes of Decisions

In General

Owner of corporate shares that does not meet defini­tion for “shareholder” does not have statutorily created inspec­tion rights. Yeoman v. Public Safety Center, Inc., 241 Or App 255, 250 P3d 411 (2011), Sup Ct review denied

Atty. Gen. Opinions

Under Former Similar Statutes (Ors Chapter 58)

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

Law Review Cita­tions

Under Former Similar Statutes (Ors Chapter 57)

18 WLR 123 (1982)

In General

24 WLR 203, 257, 275 (1988); 30 WLR 407 (1994)

1 Legislative Counsel Committee, CHAPTER 60—Private Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors060.­html (2017) (last ac­cessed Mar. 30, 2018).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2017, Chapter 60, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano060.­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.