2017 ORS 60.032¹
Investigations of violations of chapter
  • confidentiality
  • penalties
  • administrative dissolution
  • rules

(1)(a) The Secretary of State may investigate an alleged or potential violation of this chapter and, in the course of the investigation or in response to a request from a law enforcement agency, may order a corporation to:

(A) Prepare and submit to the Secretary of State within 30 days the list described in ORS 60.771 (Corporate records) (3); and

(B) Answer within 30 days any interrogatory that is related to an alleged or potential violation of this chapter that the Secretary of State submits to the corporation.

(b) Notwithstanding the provisions of ORS 192.311 (Definitions for ORS 192.311 to 192.478) to 192.478 (Exemption for Judicial Department), the list described in paragraph (a)(A) of this subsection and information that the Secretary of State obtains from an interrogatory under paragraph (a)(B) of this subsection is not subject to public disclosure. The Secretary of State may provide a law enforcement agency with the list described in paragraph (a)(A) of this subsection and information the Secretary of State obtains from an interrogatory under paragraph (a)(B) of this subsection.

(2)(a) If a corporation fails to comply with an order from the Secretary of State under subsection (1) of this section, the Secretary of State may:

(A) Impose a civil penalty on the corporation in accordance with ORS 183.745 (Civil penalty procedures);

(B) Cancel or revoke an incorporation, or revoke a foreign corporation’s authorization to transact business in this state, after conducting a hearing under ORS 183.413 (Notice to parties before hearing of rights and procedure) to 183.470 (Orders in contested cases); or

(C) Administratively dissolve the corporation in accordance with ORS 60.651 (Procedure).

(b) The Secretary of State shall provide in an order that imposes a civil penalty under paragraph (a)(A) of this subsection that the civil penalty is not due and payable until after the order becomes final following any appeal of the order or, if an appeal does not occur, after the order becomes final by operation of law.

(3)(a) The Director of the Department of Revenue may recommend to the Secretary of State that the Secretary of State administratively dissolve a corporation for a failure to comply with the tax laws of the state, but the director may not recommend administrative dissolution if the director has allowed an appeal of the corporation’s tax liability or another action of the Department of Revenue related to the corporation’s failure to comply with the tax laws of the state or if an appeal is pending. If the Secretary of State agrees with the director, the Secretary of State may dissolve the corporation under ORS 60.651 (Procedure).

(b) The Secretary of State, in consultation with the department, may specify what constitutes a failure to comply with the tax laws of the state for the purposes set forth in paragraph (a) of this subsection.

(4) The Secretary of State may not reinstate a corporation that was administratively or judicially dissolved unless, as appropriate:

(a) The corporation complies with the Secretary of State’s order under subsection (1) of this section;

(b) A law enforcement agency that has completed an investigation of the corporation for which the Secretary of State canceled or revoked incorporation or revoked an authorization to transact business in this state recommends that the Secretary of State allow the incorporation or reinstatement;

(c) A court order compels a reinstatement; or

(d) The Department of Revenue recommends a reinstatement.

(5) A corporation may appeal in accordance with ORS 183.480 (Judicial review of agency orders) to 183.500 (Appeals) an order the Secretary of State issues or an action the Secretary of State takes under this section.

(6) The Secretary of State and the Director of the Department of Revenue may each adopt rules to implement the provisions of this section. [2017 c.705 §2]

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.