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LC 838

2017 Regular Session


16500-002
7/29/16 (TSB/ps)

DRAFT
SUMMARY

Specifies that principal office of business entity incorporated or organized


in this state or authorized to transact business in this state must have
physical street address that may not be commercial mail receiving agency,
mail forwarding business or virtual office.
Authorizes Secretary of State to investigate alleged or potential violations of business entity statutes and require business entity to provide list
of shareholders, directors, members and other persons and respond to
interrogatories in course of investigation or in response to request from law
enforcement agency. Permits Secretary of State to impose penalties or seek
dissolution of business entity that violates statutes or fails to cooperate with
investigation.
Permits Department of Revenue to recommend dissolution of business
entity that fails to comply with tax laws of state.
Subjects directors, officers, employees, members and managers of business
entity to claim for damages from person that suffers ascertainable loss of
money or property resulting from knowing dissemination of materially false
statement concerning certain aspects of business entitys finances and operations.
Permits Attorney General to bring action to enjoin business entity from
continuing violation of business entity statutes or to seek judicial dissolution or other relief necessary to protect shareholders or remedy consequences of violation.
Becomes operative on January 1, 2018.
Takes effect on 91st day after adjournment sine die.
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A BILL FOR AN ACT

Relating to the administration of laws that regulate business entities; cre-

ating new provisions; amending ORS 56.035, 60.001, 60.004, 60.047, 60.074,

60.111, 60.131, 60.647, 60.661, 60.737, 62.155, 63.001, 63.004, 63.047, 63.074,

63.111, 63.647, 63.661, 63.737, 65.001, 65.111, 70.020, 70.025, 128.575, 128.595,
NOTE: Matter in boldfaced type in an amended section is new; matter [italic and bracketed] is existing law to be omitted.
New sections are in boldfaced type.

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314.840 and 554.082; and prescribing an effective date.

Be It Enacted by the People of the State of Oregon:

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SECTION 1. Sections 2 and 3 of this 2017 Act are added to and made
a part of ORS chapter 60.

SECTION 2. (1)(a) The Secretary of State may investigate an alleged

or potential violation of this chapter and, in the course of the inves-

tigation or in response to a request from a law enforcement agency,

may order a corporation to:

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(A) Prepare and submit to the Secretary of State within 30 days the
list described in ORS 60.771 (3); and
(B) Answer within 30 days any interrogatory the Secretary of State
submits to the corporation.

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(b) Notwithstanding the provisions of ORS 192.410 to 192.505, the list

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described in paragraph (a)(A) of this subsection and information that

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the Secretary of State obtains from an interrogatory under paragraph

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(a)(B) of this subsection is not subject to public disclosure. The Sec-

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retary of State may provide a law enforcement agency with the list

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described in paragraph (a)(A) of this subsection and information the

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Secretary of State obtains from an interrogatory under paragraph

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(a)(B) of this subsection.

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(2) If a corporation fails to comply with an order from the Secretary

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of State under subsection (1) of this section, the Secretary of State

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may:

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(a) Impose a civil penalty on the corporation in accordance with


ORS 183.745;

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(b) Cancel or revoke an incorporation, or revoke a foreign

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corporations authorization to transact business in this state, after

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conducting a hearing under ORS 183.413 to 183.470; or

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(c) Administratively dissolve the corporation in accordance with


ORS 60.651.
(3) The Attorney General may notify a corporation of any complaint
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that the Attorney General receives that alleges that the corporation

has failed to comply with a provision of this chapter and may demand

an answer from the corporation with respect to the allegations in the

complaint. If the corporation fails to answer or the Attorney General

does not deem the corporations answer satisfactory, the Attorney

General may bring or intervene in an action or proceeding in an ap-

propriate forum to enjoin the corporation from the violation or to seek

judicial dissolution of the corporation, the appointment of a receiver

or another preliminary, provisional, temporary or final remedy for the

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consequences of the corporations violation. The Attorney General

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may seek, and a court or other forum may grant, joinder of all persons

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and parties that are responsible for or affected by the violation.

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(4) The Director of the Department of Revenue may recommend to

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the Secretary of State that the Secretary of State administratively

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dissolve a corporation for failure to comply with the tax laws of the

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state. The Secretary of State shall file a recommendation from the

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director and shall dissolve the corporation under ORS 60.651.

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(5) The Secretary of State may not file articles of incorporation for

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a corporation in which the incorporators or shareholders are or will

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be substantially the same as the incorporators or shareholders in a

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corporation for which the Secretary of State canceled or revoked in-

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corporation or revoked an authorization to transact business in this

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state, that a court has judicially dissolved or for which the Depart-

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ment of Revenue has recommended administrative dissolution, and

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may not reinstate a corporation that was administratively or judicially

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dissolved unless, as appropriate:

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(a) The corporation complies with the Secretary of States order


under subsection (1) of this section;

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(b) A law enforcement agency that has completed an investigation

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of the corporation for which the Secretary of State canceled or re-

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voked incorporation or revoked an authorization to transact business


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in this state recommends that the Secretary of State allow the incor-

poration or reinstatement;

(c) A court order compels a reinstatement; or

(d) The Department of Revenue recommends a reinstatement.

(6) The Secretary of State, the Attorney General and the Director

of the Department of Revenue may each adopt rules to implement the

provisions of this section.

SECTION 3. An officer, director, employee or agent of a corporation

is liable for damages to the corporation or to a person that suffers an

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ascertainable loss of money or property as a result of the officer, di-

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rector, employee or agent:

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(1) Making, issuing, delivering or publishing, or participating in

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making, issuing, delivering or publishing, a prospectus, report, circu-

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lar, certificate, financial statement, balance sheet, public notice or

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document concerning the corporation or the corporations shares, as-

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sets, liabilities, capital, dividends, earnings, accounts or business op-

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erations that the officer, director, employee or agent knows is false in

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any material respect;

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(2) Making an entry or causing another person to make an entry

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in the corporations books, records, minutes or accounts that the di-

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rector, officer, employee or agent knows is false in any material re-

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spect; or

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(3) Removing, erasing, altering or canceling, or causing another

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person to remove, erase, alter or cancel, an entry in a corporations

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books, records, minutes or accounts if by means of the removal, era-

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sure, alteration or cancellation the director, officer, employee or agent

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intends to deceive another person.

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SECTION 4. Sections 5 and 6 of this 2017 Act are added to and made
a part of ORS chapter 63.

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SECTION 5. (1)(a) The Secretary of State may investigate an alleged

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or potential violation of this chapter and, in the course of the inves[4]

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tigation or in response to a request from a law enforcement agency,

may order a limited liability company to:

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(A) Prepare and submit to the Secretary of State within 30 days the
list described in ORS 63.771 (1)(a); and
(B) Answer within 30 days any interrogatory the Secretary of State
submits to the limited liability company.

(b) Notwithstanding the provisions of ORS 192.410 to 192.505, the list

described in paragraph (a)(A) of this subsection and information that

the Secretary of State obtains from an interrogatory under paragraph

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(a)(B) of this subsection is not subject to public disclosure. The Sec-

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retary of State may provide a law enforcement agency with the list

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described in paragraph (a)(A) of this subsection and information the

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Secretary of State obtains from an interrogatory under paragraph

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(a)(B) of this subsection.

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(2) If a limited liability company fails to comply with an order from

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the Secretary of State under subsection (1) of this section, the Secre-

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tary of State may:

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(a) Impose a civil penalty on the limited liability company in accordance with ORS 183.745;

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(b) Cancel or revoke an organization, or revoke a foreign limited

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liability companys authorization to transact business in this state,

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after conducting a hearing under ORS 183.413 to 183.470; or

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(c) Administratively dissolve the limited liability company in accordance with ORS 63.651.

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(3) The Attorney General may notify a limited liability company of

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any complaint that the Attorney General receives that alleges that the

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limited liability company has failed to comply with a provision of this

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chapter and may demand an answer from the limited liability company

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with respect to the allegations in the complaint. If the Attorney Gen-

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eral does not deem the limited liability companys answer satisfactory,

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the Attorney General may bring or intervene in an action or proceed[5]

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ing in an appropriate forum to enjoin the limited liability company

from the violation or to seek judicial dissolution of the limited liability

company, the appointment of a receiver or another preliminary, pro-

visional, temporary or final remedy for the consequences of the lim-

ited liability companys violation. The Attorney General may seek, and

a court or other forum may grant, joinder of all persons and parties

that are responsible for or affected by the violation.

(4) The Director of the Department of Revenue may recommend to

the Secretary of State that the Secretary of State administratively

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dissolve a limited liability company for failure to comply with the tax

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laws of the state. The Secretary of State shall file a recommendation

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from the director and shall dissolve the limited liability company un-

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der ORS 63.651.

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(5) The Secretary of State may not file articles of organization for

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a limited liability company in which the individuals or entities that

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submit the articles of organization or the members or managers of the

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limited liability company are or will be substantially the same as the

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individuals, entities, members or managers in a limited liability com-

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pany for which the Secretary of State canceled or revoked organiza-

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tion or revoked an authorization to transact business in this state,

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that a court has judicially dissolved or for which the Department of

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Revenue has recommended administrative dissolution, and may not

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reinstate a limited liability company that was administratively or

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judicially dissolved unless, as appropriate:

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(a) The limited liability company complies with the Secretary of


States order under subsection (1) of this section;

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(b) A law enforcement agency that has completed an investigation

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of the limited liability company for which the Secretary of State can-

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celed or revoked organization or revoked an authorization to transact

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business in this state recommends that the Secretary of State allow

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the organization or reinstatement;


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(c) A court order compels a reinstatement; or

(d) The Department of Revenue recommends a reinstatement.

(6) The Secretary of State, the Attorney General and the Director

of the Department of Revenue may each adopt rules to implement the

provisions of this section.

SECTION 6. A member, manager, employee or agent of a limited

liability company is liable for damages to the limited liability company

or to a person that suffers an ascertainable loss of money or property

as a result of the member, manager, employee or agent:

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(1) Making, issuing, delivering or publishing, or participating in

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making, issuing, delivering or publishing, a prospectus, report, circu-

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lar, certificate, financial statement, balance sheet, public notice or

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document concerning the limited liability company or the limited li-

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ability

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earnings, accounts or business operations that the member, manager,

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employee or agent knows is false in any material respect;

companys

shares,

assets,

liabilities,

capital,

dividends,

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(2) Making an entry or causing another person to make an entry

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in the limited liability companys books, records, minutes or accounts

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that the member, manager, employee or agent knows is false in any

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material respect; or

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(3) Removing, erasing, altering or canceling, or causing another

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person to remove, erase, alter or cancel, an entry in a limited liability

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companys books, records, minutes or accounts if by means of the re-

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moval, erasure, alteration or cancellation the member, manager, em-

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ployee or agent intends to deceive another person.

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SECTION 7. ORS 56.035 is amended to read:

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56.035. (1) If a document is required by law to be verified before being

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submitted for filing with the Secretary of State, the document must include

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or be accompanied by a written declaration that the person who executes the

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document prepares under penalties of perjury to the effect that the person

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has examined the document and to the best of the persons knowledge and
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belief the document is true, correct and complete. An acknowledgment before

a notary public or other officer is not required.

(2) The Secretary of State, before filing a document that a person submits

for filing, may verify that the principal office address, [or] the registered

office address, the records office address described in ORS 70.020 or the

principal address described in ORS 648.010 for an entity that has an

assumed business name as listed in the document, is a physical street

address and not a commercial mail receiving agency, a mail forwarding

business or a virtual office.

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SECTION 8. ORS 60.001 is amended to read:

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60.001. As used in this chapter:

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(1) Anniversary means the day each year that is exactly one or more

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years after:
(a) The date on which the Secretary of State files the articles of incorporation for a domestic corporation.
(b) The date on which the Secretary of State files an application for authority to transact business for a foreign corporation.

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(2) Articles of incorporation means the articles described in ORS 60.047,

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amended and restated articles of incorporation, articles of conversion or ar-

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ticles of merger.

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(3) Authorized shares means the shares of all classes that a domestic
or foreign corporation is authorized to issue.

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(4) Conspicuous means written, printed or typed in text that is itali-

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cized, boldfaced, of a contrasting color, capitalized or underlined or similarly

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enhanced so that a reasonable person against whom the writing is to operate

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should have noticed the writing.

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(5) Corporation or domestic corporation means a corporation for

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profit that is incorporated under or subject to the provisions of this chapter

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and that is not a foreign corporation.

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(6) Delivery means any method of delivery used in conventional com-

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mercial practice, whether by hand, mail, commercial delivery or electronic


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transmission.

(7) Distribution means a direct or indirect transfer of money or other

property, except of a corporations own shares, or [an] a corporations

incurrence of indebtedness [by a corporation] to or for the benefit of the

corporations shareholders in respect of any of the corporations shares, in

the form of a declaration or payment of a dividend, a purchase, redemption

or other acquisition of shares, a distribution of indebtedness, or otherwise.

(8) Domestic limited liability company means an entity that is an un-

incorporated association that has one or more members and that is organized

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under ORS chapter 63.


(9) Domestic nonprofit corporation means a corporation not for profit
that is incorporated under ORS chapter 65.

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(10) Domestic professional corporation means a corporation that is or-

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ganized under ORS chapter 58 for the purpose of rendering professional ser-

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vices and for the purposes provided under ORS chapter 58.

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(11) Electronic signature has the meaning given that term in ORS
84.004.

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(12) Electronic transmission means any process of communication that

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does not directly involve the physical transfer of paper and that is suitable

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for the recipient to retain, retrieve and reproduce information.

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(13) Employee includes an officer but not a director, unless the director
accepts duties that make the director also an employee.

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(14) Entity [includes] means a corporation, foreign corporation,

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nonprofit corporation, profit and nonprofit unincorporated association, busi-

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ness trust, partnership, two or more persons [having] that have a joint or

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common economic interest, any state, the United States, a federally recog-

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nized Native American or American Indian tribal government and any for-

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eign government.

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(15) Foreign corporation means a corporation for profit that is incorporated under laws other than the laws of [this] the state.
(16) Foreign limited liability company means an entity that is an unin[9]

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corporated association organized under laws other than the laws of [this] the

state and that is organized under a statute under which an association may

be formed that affords to each of the entitys members limited liability with

respect to liabilities of the entity.

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(17) Foreign nonprofit corporation means a corporation not for profit


that is organized under laws other than the laws of [this] the state.
(18) Foreign professional corporation means a professional corporation
that is organized under laws other than the laws of [this] the state.
(19) Governmental subdivision includes an authority, county, district
and municipality.
(20) Individual means a natural person or the estate of an incompetent
individual or a deceased individual.
(21) Office, when used to refer to the administrative unit directed by
the Secretary of State, means the office of the Secretary of State.

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(22) Person means an individual or entity.

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(23)(a) Principal office means the physical street address of [the] an

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office, in or out of this state, where the principal executive offices of a do-

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mestic or foreign corporation are located and designated in the annual report

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or in the application for authority to transact business in this state.

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(b) Principal office does not include a commercial mail receiving


agency, a mail forwarding business or a virtual office.
(24) Proceeding means a civil, criminal, administrative or investigatory
action.

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(25) Record date means the date established under this chapter on

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which a corporation determines the identity of the corporations shareholders

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and their shareholdings for purposes of this chapter.

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(26) Remote communication means any method by which a person that

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is not physically present at the location at which a meeting occurs may

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nevertheless hear or otherwise communicate at substantially the same time

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with other persons at the meeting and have access to materials necessary to

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participate or vote in the meeting to the extent of the persons authorization


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to participate or vote.
(27) Shares means the units into which the proprietary interest in a
corporation is divided.

(28) Shareholder means the person in whose name shares are registered

in the records of a corporation or the beneficial owner of shares to the ex-

tent of the rights granted by a nominee certificate on file with a corporation.

(29) Signature means any manual, facsimile, conformed or electronic

signature.

(30) Single voting group means a voting group, the shares of which are

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entitled by the articles of incorporation or this chapter to vote generally on

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a matter.

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(31) State, when referring to a part of the United States, means a state,

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commonwealth, territory or insular possession of the United States and the

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agencies and governmental subdivisions of the state, commonwealth, terri-

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tory or insular possession.

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(32) Subscriber means a person who subscribes for shares in a corporation, whether before or after incorporation.

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(33) United States [includes] means the federal government or a

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district, authority, bureau, commission, department [and] or any other

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agency of the United States.

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(34) Voting group means all shares of one or more classes or series that

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under the articles of incorporation or this chapter are entitled to vote and

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be counted together collectively on a matter at a meeting of shareholders.

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SECTION 9. ORS 60.004 is amended to read:

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60.004. (1) For the Secretary of State to file a document under this chap-

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ter, the document must satisfy the requirements set forth in this section and

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any other requirements in this chapter that supplement or modify the re-

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quirements set forth in this section.

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(2) [This chapter must require or permit filing] The document must be a

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type of document that this chapter or another law requires or permits

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a person to file with the Office of the Secretary of State.


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(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 ex-

istence required of foreign corporations need not be in English if accompa-

nied by a reasonably authenticated English translation.

(6) The document must be executed by:

(a) [By] The chair of the board of directors of a domestic or foreign cor-

poration, the corporations president or another of the corporations officers;

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

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organizational meeting[, by an incorporator];

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(c) A receiver, trustee or court-appointed fiduciary, if the corporation

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is in the hands of a receiver, trustee or other court-appointed fiduciary[, by

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the fiduciary, receiver or trustee]; or

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(d) [By] An agent of a person identified in this subsection, if the person


authorizes the agent to execute the document.

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(7) The person that executes the document shall:

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(a) Declare, above the persons signature and under penalty of per-

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jury, that the document does not fraudulently conceal, obscure, alter

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or otherwise misrepresent the identity of the person or any of the of-

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ficers, directors, employees or agents of the corporation on behalf of

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which the person signs; and

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

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

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(a) The corporate seal;

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

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(c) An acknowledgment, verification or proof.

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[(8)] (9) If the Secretary of State has prescribed a mandatory form for the

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document under ORS 60.016, the document must be in or on the prescribed

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form.
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[(9)] (10) The document must be delivered to the Office of the Secretary
of State and must be accompanied by the required fees.
[(10)] (11) Delivery of a document to the office is accomplished only when
the office actually receives the document.

SECTION 10. ORS 60.047 is amended to read:

60.047. (1) [The] Articles of incorporation [shall] must set forth:

(a) A corporate name for the corporation that satisfies the requirements

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of ORS 60.094;
(b) The number of shares the corporation is authorized to issue;

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(c) The address, including street and number, and mailing address, if dif-

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ferent, of the corporations initial registered office and the name of [its] the

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corporations initial registered agent at [that] the initial registered office;

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(d) The name and address of each incorporator; [and]

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(e) A mailing address to which notices, as required by this chapter, may

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be mailed until the corporation designates an address [has been designated

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by the corporation in its] in the corporations annual report[.];

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(f) The physical street address, including the number and name of

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the street, and the mailing address, if different, of the corporations

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principal office; and

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(g) A description of the corporations primary business activity.

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(2) The articles of incorporation may set forth:

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(a) The names of the initial directors;

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(b) The addresses of the initial directors;

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(c) Provisions regarding:

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(A) The purpose or purposes for which the corporation is organized;

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(B) Managing the business and regulating the affairs of the corporation;

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(C) Defining, limiting and regulating the powers of the corporation, [its]

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the board of directors and shareholders; and

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(D) A par value for authorized shares or classes of shares;

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(d) A provision eliminating or limiting the personal liability of a director

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to the corporation or [its] the corporations shareholders for monetary


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damages for conduct as a director, provided that [no such provision shall] the

provision does not eliminate or limit the liability of a director for any act

or omission [occurring prior to the date when such] that occurs before the

date on which the provision becomes effective and [such] the provision

[shall] does not eliminate or limit the liability of a director for:

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(A) Any breach of the directors duty of loyalty to the corporation or


[its] the corporations shareholders;
(B) Acts or omissions that are not in good faith or [which] that involve

intentional misconduct or a knowing violation of law;

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(C) Any unlawful distribution under ORS 60.367; or

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(D) Any transaction from which the director derived an improper personal

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benefit;

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(e) A provision authorizing or directing the corporation to conduct the

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business of the corporation in a manner that is environmentally and socially

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responsible; and

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(f) Any provision that under this chapter is required or permitted to be


set forth in the bylaws.
(3) The articles of incorporation need not set forth any of the corporate
powers enumerated in this chapter.

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SECTION 11. ORS 60.074 is amended to read:

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60.074. (1) Every corporation incorporated under this chapter has the

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purpose of engaging in any lawful business unless a more limited purpose is

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set forth in the articles of incorporation. A person may not incorporate

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a corporation under this chapter for any illegal purpose or with an

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intent to fraudulently conceal from another person, or a governmental

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agency, any business activity or a lack of business activity.

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(2) A business that is subject to regulation under another statute of

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[this] the state may not be incorporated under this chapter if [such business

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is required to] the business must be organized under [such] the other stat-

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ute.

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SECTION 12. ORS 60.111 is amended to read:


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60.111. (1) A corporation shall continuously maintain in this state a reg-

istered agent and registered office that may be, but need not be, the same

as any of the corporations places of business. The registered office must be

located at a physical street address where process may be personally served

on the registered agent. The registered office may not be a commercial mail

receiving agency, a mail forwarding business or a virtual office.

(2) A registered agent [shall] must be:

(a) An individual who resides in this state and whose business office is

identical to the registered office;

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(b) A domestic corporation, domestic limited liability company, domestic

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professional corporation or domestic nonprofit corporation, the business of-

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fice of which is identical to the registered office; or

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(c) A foreign corporation, foreign limited liability company, foreign pro-

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fessional corporation or foreign nonprofit corporation that is authorized to

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transact business in this state, the business office of which is identical to

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the registered office.

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SECTION 13. ORS 60.131 is amended to read:

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60.131. (1)(a) [The] Articles of incorporation must prescribe the classes

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of shares and the number of shares of each class that [the corporation is au-

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thorized to] a corporation may issue.

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(b) A corporation may not issue a document that entitles an uni-

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dentified individual or entity that possesses the document to a share

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in the corporation.

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(c) If the corporation may issue more than one class of shares [is au-

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thorized], the articles of incorporation must prescribe a distinguishing des-

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ignation for each class, and [prior to the issuance of] before shares of a class

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are issued, the preferences, limitations and relative rights of [that] the class

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must be described in the articles of incorporation. All shares of a class must

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have preferences, limitations and relative rights identical to [those] the

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preferences, limitations and relative rights of other shares of the same

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class except to the extent otherwise permitted by ORS 60.134 and 60.157.
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(2) If the articles of incorporation authorize only one class of shares, that

class has unlimited voting rights and rights to receive the net assets of the

corporation upon dissolution. If the articles of incorporation authorize more

than one class of shares, then one or more classes of shares must together

have unlimited voting rights, and one or more classes of shares which may

be the same class or classes as those with voting rights, must together be

entitled to receive the net assets of the corporation upon dissolution.

8
9
10
11
12
13
14
15

(3) The articles of incorporation may authorize one or more classes of


shares that:
(a) Have special, conditional or limited voting rights, or no voting rights,
except to the extent prohibited by this chapter;
(b) Are redeemable or convertible as specified in the articles of incorporation:
(A) At the option of the corporation, the shareholder or another person
or upon the occurrence of a designated event;

16

(B) For cash, indebtedness, securities or other property; or

17

(C) In a designated amount or in an amount determined in accordance

18

with a designated formula or by reference to extrinsic data or events;

19

(c) Entitle the holders to distributions calculated in any manner, includ-

20

ing dividends that may be cumulative, noncumulative or partially cumula-

21

tive; or

22

(d) Have preference over any other class of shares with respect to dis-

23

tributions, including dividends and distributions upon the dissolution of the

24

corporation.

25

(4) The description of the designations, preferences, limitations and rela-

26

tive rights of share classes in subsection (3) of this section is not exhaustive.

27

SECTION 14. ORS 60.647 is amended to read:

28

60.647. The Secretary of State may commence a proceeding under ORS

29
30
31

60.651 to administratively dissolve a corporation if:


(1) The corporation does not pay when due any fees imposed by this
chapter;
[16]

LC 838 7/29/16
1
2

(2) The corporation does not deliver [its] the corporations annual report
to the Secretary of State when due;

(3) The corporation fails to comply with an order from the Secre-

tary of State under section 2 (1) of this 2017 Act or is the subject of a

recommendation for dissolution from the Director of the Department

of Revenue under section 2 (4) of this 2017 Act;

7
8

[(3)] (4) The corporation is without a registered agent or registered office


in this state;

[(4)] (5) The corporation does not notify the Secretary of State that [its]

10

the corporations registered agent or registered office has [been] changed,

11

that [its] the registered agent has resigned or that [its] the registered office

12

has been discontinued; or

13
14

[(5)] (6) The corporations period of duration stated in [its] the articles
of incorporation expires.

15

SECTION 15. ORS 60.661 is amended to read:

16

60.661. [The circuit courts] A circuit court may dissolve a corporation:

17

(1) In a proceeding by the Attorney General if [it is established] the court

18
19

finds that:
(a)

The

corporation

[obtained its] filed articles

of

incorporation

20

[through] with fraudulent intent, with fraudulent information or in a

21

manner that otherwise indicates fraud; [or]

22
23

(b) The corporation has continued to exceed or abuse the authority conferred upon [it] the corporation by law[.]; or

24

(c) The corporation failed to answer or provided an unsatisfactory

25

answer to the Attorney General under section 2 (3) of this 2017 Act

26

concerning a complaint alleging that the corporation failed to comply

27

with a provision of this chapter.

28

(2) In a proceeding by a shareholder in a corporation that has shares that

29

are listed on a national securities exchange or that are regularly traded in

30

a market maintained by one or more members of a national or affiliated se-

31

curities association, if [it is established] the court finds that:


[17]

LC 838 7/29/16
1

(a) The directors are deadlocked in the management of the corporate af-

fairs, the shareholders are unable to break the deadlock and irreparable in-

jury to the corporation is threatened or being suffered, or the business and

affairs of the corporation can no longer be conducted to the advantage of the

shareholders generally, because of the deadlock;

6
7

(b) The directors or those in control of the corporation have acted, are
acting or will act in a manner that is illegal, oppressive or fraudulent;

(c) The shareholders are deadlocked in voting power and have failed, for

a period that includes at least two consecutive annual meeting dates, to elect

10

successors to directors whose terms have expired; or

11

(d) The corporate assets are being misapplied or wasted.

12

(3) In a proceeding by a creditor if [it is established] the court finds that:

13

(a) The creditors claim has been reduced to judgment, the execution on

14
15
16
17
18

the judgment returned unsatisfied and the corporation is insolvent; or


(b) The corporation has admitted in writing that the creditors claim is
due and owing and the corporation is insolvent.
(4) In a proceeding by the corporation to have [its] the corporations
voluntary dissolution continued under court supervision.

19

SECTION 16. ORS 60.737 is amended to read:

20

60.737. The Secretary of State may commence a proceeding under ORS

21

60.741 to revoke the authority of a foreign corporation to transact business

22

in this state if:

23

(1) The foreign corporation does not deliver [its] the corporations an-

24

nual report to the Secretary of State within the time prescribed by this

25

chapter;

26
27

(2) The foreign corporation does not pay within the time prescribed by
this chapter any fees imposed by this chapter;

28

(3) The foreign corporation fails to comply with an order from the

29

Secretary of State under section 2 (1) of this 2017 Act or is the subject

30

of a recommendation for dissolution from the Director of the Depart-

31

ment of Revenue under section 2 (4) of this 2017 Act;


[18]

LC 838 7/29/16
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[(3)] (4) The foreign corporation has failed to appoint or maintain a reg-

istered agent or registered office in this state as prescribed by this chapter;

[(4)] (5) The foreign corporation does not inform the Secretary of State

under ORS 60.724 or 60.727 that [its] the corporations registered agent or

registered office has changed, that [its] the registered agent has resigned or

that [its] the registered office has been discontinued;

[(5)] (6) An incorporator, director, officer or agent of the foreign corpo-

ration signed a document knowing [it] the document was false in any ma-

terial respect with intent that the document be delivered to the office for

10

filing; or

11

[(6)] (7) The Secretary of State receives a duly authenticated certificate

12

from the official having custody of corporate records in the state or country

13

under whose law the foreign corporation is incorporated stating that [it] the

14

foreign corporation has been dissolved or disappeared as the result of a

15

merger.

16

SECTION 17. ORS 62.155 is amended to read:

17

62.155. (1) A cooperative shall have and continuously maintain in this

18

state:

19

(a) A registered office that may be, but need not be, the same as the

20

cooperatives place of business. The registered office must be located at a

21

physical street address where process may be personally served on the reg-

22

istered agent. The registered office may not be a commercial mail receiving

23

agency, a mail forwarding business or a virtual office.

24

(b) A registered agent that must be:

25

(A) An individual who resides in this state and whose business office is

26

identical to the registered office;

27

(B) A domestic corporation, domestic limited liability company, domestic

28

professional corporation or domestic nonprofit corporation that has a busi-

29

ness office identical to the registered office; or

30

(C) A foreign corporation, foreign limited liability company, foreign pro-

31

fessional corporation or foreign nonprofit corporation that is authorized to


[19]

LC 838 7/29/16
1

transact business in this state and that has a business office identical to the

registered office.

3
4

(2) A cooperative may change the cooperatives registered office or registered agent in accordance with the procedure set forth in ORS 60.114.

(3) A person that a cooperative has designated as the cooperatives reg-

istered agent may resign in accordance with the procedure set forth in ORS

60.117.

(4) A registered agent appointed by a cooperative is an agent of the co-

operative upon whom any process, notice or demand required or permitted

10

by law to be served upon the cooperative may be served.

11

(5) The provisions of ORS 60.121 are applicable to cooperatives.

12

SECTION 18. ORS 63.001 is amended to read:

13

63.001. As used in this chapter:

14

(1) Anniversary means [that] the day each year that is exactly one or

15

more years after:

16

(a) The date [of filing by] on which the Secretary of State [of] files the

17

articles of organization [in the case of] for a domestic limited liability com-

18

pany.

19

(b) The date [of filing by] on which the Secretary of State [of an] files

20

a foreign limited liability companys application for authority to transact

21

business in [the case of a foreign limited liability company] this state.

22

(2) Articles of organization means the document described in ORS 63.047

23

[for the purpose of forming] that forms a limited liability company, including

24

articles of organization as [they] the articles of organization may be

25

amended or restated, articles of conversion and articles of merger.

26

(3) Bankruptcy means:

27

(a) [Assignment by a member] A members assignment for the benefit

28
29
30
31

of creditors;
(b) A members commencement of a voluntary bankruptcy case [by a
member];
(c) Adjudication of a member as bankrupt or insolvent;
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LC 838 7/29/16
1

(d) [Filing by a member of] A members filing of a petition or answer

[seeking] to seek for the member any reorganization, arrangement, composi-

tion, readjustment, liquidation, dissolution or similar relief under any stat-

ute, law or rule;

(e) A members filing [by a member] of an answer or other pleading

[admitting or failing] that admits or fails to contest the material

allegations of a petition filed against the member in [any proceeding of this

nature] a bankruptcy procedure;

(f) Seeking, consenting to or acquiescing in the appointment of a trustee,

10

receiver or liquidator of the member or of all or any substantial part of the

11

members properties;

12

(g) A commencement of an involuntary bankruptcy case against a member

13

that has not been dismissed on or before the 120th day after the commence-

14

ment of the case;

15

(h) An appointment, without the members consent, of a trustee, receiver

16

or liquidator either of the member or of all or any substantial part of the

17

members properties that is not vacated or stayed on or before the 90th day

18

after the appointment; or

19

(i) An appointment described in paragraph (h) of this subsection that is

20

not vacated on or before the 90th day after [expiration of the stay under] the

21

stay described in paragraph (h) of this subsection expires.

22

(4) Contribution means anything of value that a person contributes to

23

the limited liability company as a prerequisite for or in connection with

24

membership including cash, property or services rendered or a promissory

25

note or other binding obligation to contribute cash or property or to perform

26

services.

27
28

(5) Corporation or domestic corporation means a corporation for


profit that is incorporated under ORS chapter 60.

29

(6) Distribution means a direct or indirect transfer of money or other

30

property, except of a limited liability companys own interests, or a limited

31

liability companys incurrence of indebtedness [by a limited liability com[21]

LC 838 7/29/16
1

pany] to or for the benefit of the limited liability companys members in re-

spect of a members interests[. A distribution may be], whether in the form

of a declaration or payment of profits, a purchase, retirement or other ac-

quisition of interests, a distribution of indebtedness, or otherwise.

5
6

(7) Domestic nonprofit corporation means a corporation not for profit


that is incorporated under ORS chapter 65.

(8) Domestic professional corporation means a corporation that is or-

ganized under ORS chapter 58 for the purpose of rendering professional ser-

vices and for the purposes provided under ORS chapter 58.

10

(9) Entity [includes] means a domestic or foreign limited liability

11

company, corporation, professional corporation, foreign corporation, domestic

12

or foreign nonprofit corporation, domestic or foreign cooperative corpo-

13

ration, profit or nonprofit unincorporated association, business trust, do-

14

mestic or foreign general or limited partnership, two or more persons

15

[having] that have a joint or common economic interest, any state, the

16

United States, a federally recognized Native American or American Indian

17

tribal government or any foreign government.

18
19

(10) Foreign corporation means a corporation for profit that is incorporated under laws other than the laws of [this] the state.

20

(11) Foreign limited liability company means an entity that is an unin-

21

corporated association organized under laws other than the laws of [this] the

22

state and that is organized under a statute under which an association may

23

be formed that affords to each of the entitys members limited liability with

24

respect to the liabilities of the entity.

25

(12) Foreign limited partnership means a limited partnership formed

26

under laws other than the laws of [this state and having] the state and that

27

has as partners one or more general partners and one or more limited part-

28

ners.

29
30
31

(13) Foreign nonprofit corporation means a corporation not for profit


that is organized under laws other than the laws of [this] the state.
(14) Foreign professional corporation means a professional corporation
[22]

LC 838 7/29/16
1

that is organized under laws other than the laws of [this] the state.

(15) Incompetency means the entry of a judgment by a court of compe-

tent jurisdiction adjudicating the member incompetent to manage the

members person or estate.

(16) Individual means a natural person.

(17) Limited liability company or domestic limited liability company

means an entity that is an unincorporated association [having] that has one

or more members and [that] is organized under this chapter.

(18) Limited partnership or domestic limited partnership means a

10

partnership formed by two or more persons under ORS chapter 70 [and hav-

11

ing] that has one or more general partners and one or more limited partners.

12

(19) Manager [or managers] means a person [or persons, who need not

13

be members, designated by], not necessarily a member, that the members

14

of a manager-managed limited liability company designate to manage the

15

limited liability companys business and affairs.

16

(20) Manager-managed limited liability company means a limited li-

17

ability company that is designated as a manager-managed limited liability

18

company in the limited liability companys articles of organization or

19

[whose] the articles of organization of which otherwise expressly provide

20

that a manager will manage the limited liability company [will be managed

21

by a manager or managers].

22

(21)(a) Member [or members] means a person [or persons] with both

23

an ownership interest in a limited liability company and all the rights and

24

obligations of a member specified under this chapter.

25

(b) Member does not include an assignee of an ownership interest

26

[who] that has not also acquired the voting and other rights appurtenant to

27

membership.

28
29

(22) Member-managed limited liability company means a limited liability company other than a manager-managed limited liability company.

30

(23) Membership interest [or interest] means a members collective

31

rights in a limited liability company, including the members share of profits


[23]

LC 838 7/29/16
1

and losses of the limited liability company, the right to receive distributions

of the limited liability companys assets and any right to vote or participate

in management.

4
5

(24) Office, when used to refer to the administrative unit directed by


the Secretary of State, means the office of the Secretary of State.

(25) Operating agreement means any valid agreement, written or oral,

of the member or members as to the affairs of a limited liability company

and the conduct of the limited liability companys business.

9
10
11
12

(26) Organizer means one of the signers of the initial articles of organization.
(27) Party includes an individual who was, is or is threatened to be
made a named defendant or respondent in a proceeding.

13

(28) Person means an individual or entity.

14

(29)(a) Principal office means the physical street address of an

15

office, in or out of this state, where the principal executive offices of

16

a domestic or foreign limited liability company are located and desig-

17

nated in the annual report or in the application for authority to

18

transact business in this state.

19
20

(b) Principal office does not include a commercial mail receiving


agency, a mail forwarding business or a virtual office.

21

[(29)] (30) Proceeding means any threatened, pending or completed

22

action, suit or proceeding whether civil, criminal, administrative or

23

investigatory and whether formal or informal.

24

[(30)] (31) State, when referring to a part of the United States,

25

[includes] means a state, commonwealth, territory or insular possession of

26

the United States and the agencies and governmental subdivisions of the

27

state, commonwealth, territory or insular possession.

28

[(31)] (32) United States [includes] means the federal government

29

and a district, authority, bureau, commission, department or any other

30

agency of the United States.

31

SECTION 19. ORS 63.004 is amended to read:


[24]

LC 838 7/29/16
1

63.004. (1) For the Secretary of State to file a document under this chap-

ter, the document must satisfy the requirements set forth in this section and

any other requirements in this chapter that supplement or modify the re-

quirements set forth in this section.

(2) [This chapter must require or permit filing] 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.

8
9

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

10

(4) The document must be legible.

11

(5) The document must be in the English language. The certificate of ex-

12

istence required of foreign limited liability companies under ORS 63.707 need

13

not be in English if accompanied by a reasonably authenticated English

14

translation.

15

(6)(a) Unless otherwise specified in this chapter, each document or report

16

required by this chapter to be filed with the office must be executed in the

17

following manner:

18
19
20
21

(A) Articles of organization must be signed by or on behalf of one or more


persons wishing to form the limited liability company.
(B) Articles of amendment must be signed by at least one member or
manager.

22

(C) Each annual report must be signed by one member or manager.

23

(D) If the limited liability company is in the hands of a receiver, trustee

24

or other court-appointed fiduciary, a document or report must be signed by

25

that receiver, trustee or fiduciary.

26

(b) An agent of a person identified in paragraph (a) of this subsection

27

may execute a document identified in paragraph (a) of this subsection, if the

28

person authorizes the agent to execute the document.

29

(7) The person that executes the document shall:

30

(a) Declare, above the persons signature and under penalty of per-

31

jury, that the document does not fraudulently conceal, obscure, alter
[25]

LC 838 7/29/16
1

or otherwise misrepresent the identity of the person or any of the

members, managers, employees or agents of the limited liability com-

pany on behalf of which the person signs; and

4
5
6
7

(b) State beneath or opposite the signature the persons name and the
capacity in which the person signs.
(8) The document may, but is not required to, contain an acknowledgment, verification or proof.

[(8)] (9) If the Secretary of State has prescribed a mandatory form for the

document under ORS 63.016, the document must be in or on the prescribed

10
11
12
13

form.
[(9)] (10) The document must be delivered to the office accompanied by
the required fees.
[(10)] (11) Delivery of a document to the office [is accomplished] occurs

14

only when the office actually receives the document.

15

SECTION 20. ORS 63.047 is amended to read:

16

63.047. (1) [The] Articles of organization [shall] must set forth:

17

(a) The name of the limited liability company, which [satisfies] must

18

satisfy the requirements of ORS 63.094;

19

(b) The address, including street and number, and mailing address, if dif-

20

ferent, of the limited liability companys initial registered office and the

21

name of [its] the initial registered agent at [that] the office;

22

(c) A mailing address to which notices, as required by this chapter, may

23

be mailed until the limited liability company designates an address [has

24

been designated by the limited liability company in its] in an annual report;

25

(d) If the limited liability company [is to] will be manager-managed, a

26

statement that the limited liability company will be manager-managed or a

27

statement that the limited liability company [is to] will be managed by a

28

manager or managers;

29

(e) The name and address of each organizer;

30

(f) The latest date on which the limited liability company [is to] will

31

dissolve or a statement that [its] the limited liability companys existence


[26]

LC 838 7/29/16
1

is perpetual; [and]

(g) If a limited liability company [is to] will render professional service

or services, as defined in ORS 58.015, the professional service or services [to

be rendered through] that the limited liability company[.] will render;

(h) The physical street address, including the number and name of

the street, and the mailing address, if different, of the limited liability

companys principal office; and

8
9

(i) A description of the limited liability companys primary business


activity.

10

(2) The articles of organization may set forth any other provisions, not

11

inconsistent with law, for [the regulation of] regulating the internal affairs

12

of the limited liability company, including any provision that is required or

13

permitted to be included in any operating agreement of the limited liability

14

company under this chapter.

15
16

(3) The articles of organization need not set forth any of the powers
enumerated in this chapter.

17

SECTION 21. ORS 63.074 is amended to read:

18

63.074. (1) Except as otherwise provided by the laws of [this] the state and

19

in this section, a limited liability company formed under this chapter may

20

conduct or promote any lawful business or purpose [which] that a partner-

21

ship, corporation or professional corporation as defined in ORS 58.015 may

22

conduct or promote, unless the articles of organization set forth a more

23

limited purpose [is set forth in the articles of organization]. A person may

24

not organize a limited liability company under this chapter for any

25

illegal purpose or with an intent to fraudulently conceal from another

26

person, or a governmental agency, any business activity or a lack of

27

business activity.

28

(2) Subject to the laws of [this] the state, the rules and regulations of

29

[the] a regulatory board of [the] a profession, if any, and the standards of

30

professional conduct of the profession, if any, a limited liability company or

31

[its] members of the limited liability company may render professional


[27]

LC 838 7/29/16
1

service in this state. Notwithstanding any other law, members of a limited

liability company, including members who are managers, [of a limited li-

ability company] and who are also professionals, as defined in ORS 58.015,

[shall be] are personally liable as members of the limited liability company

to the same extent and in the same manner as provided for shareholders of

a professional corporation in ORS 58.185 and 58.187 and as otherwise pro-

vided in this chapter.

(3) A business that is subject to regulation under another statute of

[this] the state may not be organized under this chapter if the business is

10

required to be organized only under the other statute.

11

SECTION 22. ORS 63.111 is amended to read:

12

63.111. (1) A limited liability company shall continuously maintain in this

13

state a registered agent and registered office that may be, but need not be,

14

the same as any of the limited liability companys places of business. The

15

registered office must be located at a physical street address where process

16

may be personally served on the registered agent. The registered office may

17

not be a commercial mail receiving agency, a mail forwarding business

18

or a virtual office.

19

(2) A registered agent must be:

20

(a) An individual who resides in this state and whose business office is

21

identical to the registered office;

22

(b) A domestic limited liability company, a domestic corporation, a do-

23

mestic professional corporation or a domestic nonprofit corporation, the

24

business office of which is identical to the registered office; or

25

(c) A foreign limited liability company, foreign corporation, foreign pro-

26

fessional corporation or foreign nonprofit corporation that is authorized to

27

transact business in this state, the business office of which is identical to

28

the registered office.

29

SECTION 23. ORS 63.647 is amended to read:

30

63.647. The Secretary of State may commence a proceeding under ORS

31

63.651 to administratively dissolve a limited liability company if:


[28]

LC 838 7/29/16
1
2
3
4

(1) The limited liability company does not pay when due any fees imposed
by this chapter;
(2) The limited liability company does not deliver [its] the limited liability companys annual report to the Secretary of State when due;

(3) The limited liability company fails to comply with an order from

the Secretary of State under section 5 (1) of this 2017 Act or is the

subject of a recommendation for dissolution from the Director of the

Department of Revenue under section 5 (4) of this 2017 Act;

9
10

[(3)] (4) The limited liability company is without a registered agent or


registered office in this state;

11

[(4)] (5) The limited liability company does not notify the Secretary of

12

State that [its] the limited liability companys registered agent or regis-

13

tered office has [been] changed, that [its] the registered agent has resigned

14

or that [its] the registered office has been discontinued; or

15
16

[(5)] (6) The limited liability companys period of duration stated in [its]
the articles of organization expires.

17

SECTION 24. ORS 63.661 is amended to read:

18

63.661. [The circuit courts] A circuit court may dissolve a limited liabil-

19
20
21

ity company:
(1) In a proceeding by the Attorney General if [it is established] the court
finds that:

22

(a) The limited liability company [obtained its] filed articles of organiza-

23

tion [through] with fraudulent intent, with fraudulent information or

24

in a manner that otherwise indicates fraud; [or]

25
26

(b) The limited liability company has continued to exceed or abuse the
authority conferred upon [it] the limited liability company by law[.]; or

27

(c) The limited liability company failed to answer or provided an

28

unsatisfactory answer to the Attorney General under section 5 (3) of

29

this 2017 Act concerning a complaint alleging that the limited liability

30

company failed to comply with a provision of this chapter.

31

(2) In a proceeding by or for a member if [it is established] the court


[29]

LC 838 7/29/16
1

finds that it is not reasonably practicable to carry on the business of the

limited liability company in conformance with [its] the articles of organiza-

tion or any operating agreement.

(3) In a proceeding by the limited liability company to have [its] the

limited liability companys voluntary dissolution continued under court

supervision.

SECTION 25. ORS 63.737 is amended to read:

63.737. The Secretary of State may commence a proceeding under ORS

63.741 to revoke the authority of a foreign limited liability company to

10

transact business in this state if:

11

(1) The foreign limited liability company does not deliver [its] the limited

12

liability companys annual report to the Secretary of State within the time

13

prescribed by this chapter;

14
15

(2) The foreign limited liability company does not pay within the time
prescribed by this chapter any fees imposed by this chapter;

16

(3) The foreign limited liability company fails to comply with an

17

order from the Secretary of State under section 5 (1) of this 2017 Act

18

or is the subject of a recommendation for dissolution from the Direc-

19

tor of the Department of Revenue under section 5 (4) of this 2017 Act;

20

[(3)] (4) The foreign limited liability company has failed to appoint or

21

maintain a registered agent or registered office in this state as prescribed

22

by this chapter;

23

[(4)] (5) The foreign limited liability company does not inform the Secre-

24

tary of State under ORS 63.724 or 63.727 that [its] the limited liability

25

companys registered agent or registered office has changed, that [its] the

26

registered agent has resigned or that [its] the registered office has been

27

discontinued;

28

[(5)] (6) An organizer, manager, member or agent of the foreign limited

29

liability company signed a document knowing [it] the document was false

30

in any material respect with intent that the document be delivered to the

31

office for filing;


[30]

LC 838 7/29/16
[(6)] (7) The foreign limited liability company no longer satisfies the re-

1
2

quirements of ORS 63.714 (3);

[(7)] (8) The Secretary of State receives a duly authenticated certificate

from the official having custody of the limited liability company records in

the state or country under whose law the foreign limited liability company

is organized stating that [it] the foreign limited liability company has

been dissolved or has ceased to exist as the result of a merger or other re-

organization transaction; or
[(8)] (9) The period of duration of the foreign limited liability company

9
10

expires.

11

SECTION 26. ORS 65.001 is amended to read:

12

65.001. As used in this chapter:

13

(1) Anniversary means the day each year that is exactly one or more

14

years after the date on which the Office of the Secretary of State files the

15

articles of incorporation for a domestic corporation or the date on which the

16

office files an application for authority to transact business for a foreign

17

corporation[.], except that an event that would otherwise cause an anni-

18

versary to fall on February 29 will cause the anniversary to fall on February

19

28.

20

(2) Approved by the members or approval by the members means ap-

21

proved or ratified by the members entitled to vote on the issue through ei-

22

ther:

23

(a) The affirmative vote of a majority of the votes of the members re-

24

presented and voting at a duly held meeting at which a quorum is present

25

or the affirmative vote of a greater proportion including the votes of any

26

required proportion of the members of any class as the articles, bylaws or

27

this chapter may provide for specified types of member action; or

28

(b) A written ballot or written consent in conformity with this chapter.

29

(3) Articles of incorporation or articles means the articles described

30

in ORS 65.047, amended and restated articles of incorporation or articles of

31

merger, and corrections to the articles.


[31]

LC 838 7/29/16
1

(4) Board or board of directors means the individual or individuals

who are vested with overall management of the affairs of the domestic or

foreign corporation, irrespective of the name by which the individual or in-

dividuals are designated, except that an individual or a group of individuals

is not the board of directors because of powers delegated to the individual

or group under ORS 65.301.

(5) Bylaws means the code or codes of rules, other than the articles

adopted under this chapter or the laws governing a foreign corporation, for

regulating or managing the affairs of the domestic or foreign corporation,

10

irrespective of the name or names by which the rules are designated.

11

(6) Class means a group of memberships that have the same rights with

12

respect to voting, dissolution, redemption and transfer. For the purpose of

13

this section, rights are the same if the rights are determined by a formula

14

applied uniformly.

15

(7)(a) Contact address means a mailing address, including the princi-

16

pal office of a corporation or foreign corporation, or a business or

17

residential address at which a person affiliated with the [organization]

18

corporation or foreign corporation will or has consented to receive and

19

transmit [to the organization] notices intended for the corporation or for-

20

eign [or domestic] corporation either when sending the notices to the regis-

21

tered agent is not practical or when a duplicate notice is desirable. [The

22

contact address may be the principal place of business, if any, or the business

23

or residence address of any person associated with the corporation or foreign

24

corporation who has consented to serve, but may not be the address of the

25

registered agent.]

26
27

(b) Contract address does not include the address of a registered


agent.

28

(8) Corporation or domestic corporation means a nonprofit corpo-

29

ration that is not a foreign corporation, and that is incorporated under or

30

subject to the provisions of this chapter.

31

(9) [Delegates means those persons] Delegate means a person elected


[32]

LC 838 7/29/16
1

or appointed to vote in a representative assembly for electing a director or

directors or on other matters.

(10) Deliver means any method of delivery used in conventional com-

mercial practice, including delivery by hand, mail, commercial delivery and

electronic transmission.

(11) [Directors means individuals] Director means an individual

whom the articles or bylaws designate or whom the incorporators elect to

act as [members] a member of the board, and [the successors to the individ-

uals] a successor to the individual.

10

(12) Distribution means paying a dividend or any part of the income or

11

profit of a corporation to the corporations members, directors or officers,

12

other than paying value for property received or services performed or pay-

13

ing benefits to further the corporations purposes.

14
15

(13) Domestic business corporation means a for profit corporation that


is incorporated under ORS chapter 60.

16

(14) Domestic limited liability company means an unincorporated asso-

17

ciation that has one or more members and that is organized under ORS

18

chapter 63.

19

(15) Domestic professional corporation means a corporation that is or-

20

ganized under ORS chapter 58 for the purpose of rendering professional ser-

21

vices and for the purposes provided under ORS chapter 58.

22
23

(16) Effective date of notice has the meaning given that term in ORS
65.034.

24

(17) Employee includes an officer or director whom the corporation

25

employs with compensation for services beyond those encompassed by board

26

membership.

27

(18) Entity means a corporation, foreign corporation, business corpo-

28

ration and foreign business corporation, profit and nonprofit unincorporated

29

association, corporation sole, business trust, partnership, two or more per-

30

sons that have a joint or common economic interest, any state, the United

31

States, a federally recognized Native American or American Indian tribal


[33]

LC 838 7/29/16
1
2
3
4
5

government and any foreign government.


(19) File, filed or filing means reviewed, accepted and entered in the
Office of the Secretary of State.
(20) Foreign business corporation means a for profit corporation that
is incorporated under laws other than the laws of [this] the state.

(21) Foreign corporation means a corporation that is organized under

laws other than the laws of [this] the state and that would be a nonprofit

corporation if formed under the laws of [this] the state.

(22) Foreign limited liability company means an unincorporated associ-

10

ation that is organized under laws other than the laws of [this] the state and

11

that is organized under a statute under which an association may be formed

12

that affords to each of the entitys members limited liability with respect to

13

liabilities of the entity.

14
15
16
17
18
19

(23) Foreign professional corporation means a professional corporation


that is organized under laws other than the laws of [this] the state.
(24) Governmental subdivision includes an authority, county, district
and municipality.
(25) Individual means a natural person, including the guardian of an
incompetent individual.

20

(26)(a) Member means a person that is entitled, under a domestic or

21

foreign corporations articles or bylaws, without regard to what the person

22

is called in the articles or bylaws, to vote on more than one occasion to elect

23

a director or directors.

24

(b) Member does not include:

25

(A) A person [is not a member by virtue of any] that has only one or

26

more of the following rights [the person has]:

27

[(A)] (i) As a delegate;

28

[(B)] (ii) To designate or appoint a director or directors;

29

[(C)] (iii) As a director; or

30

[(D)] (iv) As a holder of an evidence of indebtedness the corporation has

31

issued or will issue.


[34]

LC 838 7/29/16
1

[(c)] (B) [Notwithstanding the provisions of paragraph (a) of this sub-

section, a person is not a member if the persons] A person whose member-

ship rights have been eliminated as provided in ORS 65.164 or 65.167.

4
5

(27) Membership means the rights and obligations a member has under
this chapter.

(28) Mutual benefit corporation means a domestic corporation that is

formed as a mutual benefit corporation under ORS 65.044 to 65.067 and is

designated a mutual benefit corporation by a statute or does not come within

the definition of public benefit or religious corporation.

10
11

(29) Nonprofit corporation means a mutual benefit corporation, a public


benefit corporation or a religious corporation.

12

(30) Notice has the meaning given that term in ORS 65.034.

13

(31) Office, when used to refer to the administrative unit directed by

14

the Secretary of State, means the Office of the Secretary of State.

15

(32) Person means individual or entity.

16

(33)(a) Principal office means the physical street address of the place,

17

in or out of this state, where the principal executive offices of a domestic

18

or foreign corporation are located and that is designated as the principal

19

office in the most recent annual report filed pursuant to ORS 65.787 or, if

20

no annual report is on file, in the articles of incorporation or the application

21

for authority to transact business in this state.

22
23
24
25

(b) Principal office does not include a commercial mail receiving


agency, a mail forwarding business or a virtual office.
(34) Proceeding means a civil, criminal, administrative or investigatory
action.

26

(35) Public benefit corporation means a domestic corporation that:

27

(a) Is formed as a public benefit corporation under ORS 65.044 to 65.067,

28

is designated as a public benefit corporation by a statute, is recognized as

29

tax exempt under section 501(c)(3) of the Internal Revenue Code of 1986 or

30

is otherwise organized for a public or charitable purpose;

31

(b) Is restricted so that on dissolution the corporation must distribute the


[35]

LC 838 7/29/16
1

corporations assets to an organization organized for a public or charitable

purpose, a religious corporation, the United States, a state or a person that

is recognized as exempt under section 501(c)(3) of the Internal Revenue Code

of 1986; and

(c) Does not come within the definition of religious corporation.

(36) Record date means the date established under ORS 65.131 to 65.177

or 65.201 to 65.254 on which a corporation determines the identity of the

corporations members and the members membership rights for the purposes

of this chapter.

10

(37) Religious corporation means a domestic corporation that is formed

11

as a religious corporation under ORS 65.044 to 65.067, is designated a reli-

12

gious corporation by a statute or is organized primarily or exclusively for

13

religious purposes.

14

(38) Remote communication means any method by which a person that

15

is not physically present at the location at which a meeting occurs may

16

nevertheless hear or otherwise communicate at substantially the same time

17

with other persons at the meeting and have access to materials necessary to

18

participate or vote in the meeting to the extent of the persons authorization

19

to participate or vote.

20

(39) Secretary, when used in the context of a corporate official, means

21

the corporate officer to whom the board of directors has delegated responsi-

22

bility under ORS 65.371 for preparing the minutes of the directors and

23

members meetings and for authenticating the records of the corporation.

24

(40) State, when referring to a part of the United States, means a state,

25

commonwealth, territory or insular possession of the United States and the

26

agencies and governmental subdivisions of the state, commonwealth, terri-

27

tory or insular possession.

28

(41) Uncompensated officer means an individual who serves in an office

29

without compensation for personal service. For purposes of this subsection,

30

payment solely for actual expenses in performing duties of the officer or a

31

stipend that is paid only to compensate the average expenses the individual
[36]

LC 838 7/29/16
1

incurs over the course of a year is not compensation.

(42) United States means the federal government or a district, au-

thority, bureau, commission, department or any other agency of the United

States.

5
6

(43) Vote means authorization by written ballot and written consent,


where permitted.

(44) Voting power means the total number of votes entitled to be cast

on an issue at the time the determination of voting power is made, excluding

a vote that is contingent upon a condition or event occurring that has not

10

occurred at the time.

11

SECTION 27. ORS 65.111 is amended to read:

12

65.111. (1) Each corporation shall continuously maintain in this state

13

both:

14

[(1)] (a) A registered agent, who [shall] must be:

15

[(a)] (A) An individual who resides in this state;

16

[(b)] (B) A corporation, domestic business corporation, domestic limited

17

liability company or domestic professional corporation with an office in this

18

state; or

19

[(c)] (C) A foreign corporation, foreign business corporation, foreign lim-

20

ited liability company or foreign professional corporation authorized to

21

transact business in this state with an office in this state; and

22
23

[(2)] (b) A registered office of the corporation, which [shall] must be the
residence or office address of the registered agent.

24

(2) A registered office under this section must be located at a

25

physical street address where process may be personally served on the

26

registered agent. The registered office may not be a commercial mail

27

receiving agency, a mail forwarding business or a virtual office.

28

SECTION 28. ORS 70.020 is amended to read:

29

70.020. Each limited partnership shall continuously maintain in this state

30

an office at which the records referred to in ORS 70.050 shall be kept. The

31

office may be but need not be a place of business of the limited partnership
[37]

LC 838 7/29/16
1

in this state and may not be a commercial mail receiving agency, a

mail forwarding business or a virtual office.

SECTION 29. ORS 70.025 is amended to read:

70.025. (1)(a) A domestic limited partnership and a foreign limited part-

nership that does business in this state and all general partners of each do-

mestic limited partnership or foreign limited partnership must continuously

maintain in this state a registered agent and a registered office. The regis-

tered office must be located at a physical street address where process may

be personally served on the registered agent. The registered office may not

10

be a commercial mail receiving agency, a mail forwarding business or a

11

virtual office.

12

(b) The registered agent must be:

13

(A) An individual resident of this state who has a business office in this

14

state;

15

(B) A domestic corporation, domestic limited liability company, domestic

16

professional corporation or domestic nonprofit corporation that has a busi-

17

ness office in this state; or

18

(C) A foreign corporation, foreign limited liability company, foreign pro-

19

fessional corporation or foreign nonprofit corporation that is authorized to

20

transact business in this state and has a business office in this state.

21

(2) A domestic or foreign limited partnership and the general partners of

22

the domestic or foreign limited partnership may change the registered agent

23

of the domestic or foreign limited partnership by submitting for filing to the

24

Office of Secretary of State a statement described in this subsection. The

25

statement must be executed by a general partner. Filing the statement im-

26

mediately terminates the existing registered agent and establishes the newly

27

appointed registered agent as the registered agent of the domestic or foreign

28

limited partnership and the general partners of the domestic or foreign lim-

29

ited partnership. The statement must include:

30

(a) The name of the domestic or foreign limited partnership and the name

31

and address of each general partner of the domestic or foreign limited part[38]

LC 838 7/29/16
1
2
3

nership; and
(b) The name of the successor registered agent and the physical street
address of the registered agents business office in this state.

SECTION 30. ORS 128.575 is amended to read:

128.575. (1) Any business trust desiring to do business in this state shall

first submit to the Office of Secretary of State a copy of the trust instrument

creating the trust and any subsequent amendments to the trust and a docu-

ment setting forth:

(a) The business trust name and the state or country of formation;

10

(b) The names and addresses of [its] the business trusts trustees;

11

(c) The physical street address of the business trusts registered office in

12

this state, which must be a location at which process may be personally

13

served on the registered agent and that may not be a commercial mail

14

receiving agency, a mail forwarding business or a virtual office, and

15

the name of the registered agent;

16
17
18
19
20
21

(d) A mailing address to which the Secretary of State may mail notices;
and
(e) Any additional identifying information that the Secretary of State by
rule may require.
(2) The filing described in subsection (1) of this section [shall] must be
accompanied by the applicable filing fee.

22

(3) If the Secretary of State finds that the document contains the required

23

information, the Secretary of State, when all fees have been paid, shall file

24

the trust instrument and document and return an acknowledgment of filing

25

to the sender.

26

(4) If a business trust amends [its] a trust instrument [it], the business

27

trust shall submit for filing a copy of the amendment to the Office of Sec-

28

retary of State. The amendment [shall] must set forth:

29
30
31

(a) The name of the business trust as shown on the records of the Office
of Secretary of State; and
(b) The information as changed.
[39]

LC 838 7/29/16
1

SECTION 31. ORS 128.595 is amended to read:

128.595. (1) A business trust by the trusts anniversary date shall deliver

to the office of the Secretary of State for filing an annual report accompa-

nied by the annual fee.

(2) The annual report must contain:

(a) The name of the business trust and the state or country under the law

of which the business trust is formed;

(b) The names and addresses of the business trusts trustees;

(c) The physical street address of the business trusts registered office in

10

this state, which must be a location at which process may be personally

11

served on the registered agent and which may not be a commercial mail re-

12

ceiving agency, a mail forwarding business or a virtual office, and the

13

name of the trusts registered agent at the registered office;

14

(d) A mailing address to which the Secretary of State may mail notices;

15

(e) A description of the primary business activity of the business trust;

16
17
18

and
(f) Any additional identifying information that the Secretary of State may
require by rule.

19

(3) The annual report must be on forms prescribed and furnished by the

20

Secretary of State. The information contained in the annual report must be

21

current as of 30 days before the anniversary of the business trust.

22

(4) The Secretary of State shall mail the report form to any address shown

23

for the business trust in the current records of the office of the Secretary

24

of State. The business trusts failure to receive the report form from the

25

Secretary of State does not relieve the business trust of the trusts duty un-

26

der this section to deliver a report to the office.

27
28

(5) If the Secretary of State finds the report conforms to the requirements
of this section, the Secretary of State shall file the report.

29

(6) If the Secretary of State finds that the annual report does not conform

30

to the requirements of this section, the Secretary of State shall return the

31

report to the business trust.

The business trust shall correct the annual


[40]

LC 838 7/29/16
1

report and return the corrected report to the Secretary of State within 45

days after the Secretary of State returns the report.

(7) If [no] a business trust has not filed the report [is filed] by the re-

porting date or [if no] has not filed a corrected report [is filed] within the

45-day period, the Secretary of State shall send to the business trust a final

notice advising that a report has not been filed and the Secretary of State,

therefore, assumes that the business trust is no longer active unless a report

is filed within 45 days after the mailing of the final notice.

(8) Not less than 45 days after the mailing date of the final notice speci-

10

fied in subsection (7) of this section, the Secretary of State may assume and

11

note on the records of the Secretary of State that the business trust is in-

12

active.

13

SECTION 32. ORS 314.840 is amended to read:

14

314.840. (1) The Department of Revenue may:

15

(a) Furnish any taxpayer, representative authorized to represent the tax-

16

payer under ORS 305.230 or person designated by the taxpayer under ORS

17

305.193, upon request of the taxpayer, representative or designee, with a copy

18

of the taxpayers income tax return filed with the department for any year,

19

or with a copy of any report filed by the taxpayer in connection with the

20

return, or with any other information the department considers necessary.

21

(b) Publish lists of taxpayers who are entitled to unclaimed tax refunds.

22

(c) Publish statistics so classified as to prevent the identification of in-

23

come or any particulars contained in any report or return.

24

(d) Disclose a taxpayers name, address, telephone number, refund amount,

25

amount due, Social Security number, employer identification number or other

26

taxpayer identification number to the extent necessary in connection with

27

collection activities or the processing and mailing of correspondence or of

28

forms for any report or return required in the administration of any local

29

tax under ORS 305.620 or any law imposing a tax upon or measured by net

30

income.

31

(2) The department also may disclose and give access to information de[41]

LC 838 7/29/16
1

scribed in ORS 314.835 to:

(a) The Governor of the State of Oregon or the authorized representative

of the Governor with respect to an individual who is designated as being

under consideration for appointment or reappointment to an office or for

employment in the office of the Governor. The information disclosed shall

be confined to whether the individual:

(A) Has filed returns with respect to the taxes imposed by ORS chapter

316 for those of not more than the three immediately preceding years for

which the individual was required to file an Oregon individual income tax

10

return.

11

(B) Has failed to pay any tax within 30 days from the date of mailing of

12

a deficiency notice or otherwise respond to a deficiency notice within 30 days

13

of its mailing.

14
15

(C) Has been assessed any penalty under the Oregon personal income tax
laws and the nature of the penalty.

16

(D) Has been or is under investigation for possible criminal offenses un-

17

der the Oregon personal income tax laws. Information disclosed pursuant to

18

this paragraph shall be used only for the purpose of making the appointment,

19

reappointment or decision to employ or not to employ the individual in the

20

office of the Governor.

21

(b) An officer or employee of the Oregon Department of Administrative

22

Services duly authorized or employed to prepare revenue estimates, or a

23

person contracting with the Oregon Department of Administrative Services

24

to prepare revenue estimates, in the preparation of revenue estimates re-

25

quired for the Governors budget under ORS 291.201 to 291.226, or required

26

for submission to the Emergency Board or the Joint Interim Committee on

27

Ways and Means, or if the Legislative Assembly is in session, to the Joint

28

Committee on Ways and Means, and to the Legislative Revenue Officer or

29

Legislative Fiscal Officer under ORS 291.342, 291.348 and 291.445. The De-

30

partment of Revenue shall disclose and give access to the information de-

31

scribed in ORS 314.835 for the purposes of this paragraph only if:
[42]

LC 838 7/29/16
1

(A) The request for information is made in writing, specifies the purposes

for which the request is made and is signed by an authorized representative

of the Oregon Department of Administrative Services. The form for request

for information shall be prescribed by the Oregon Department of Adminis-

trative Services and approved by the Director of the Department of Revenue.

(B) The officer, employee or person receiving the information does not

remove from the premises of the Department of Revenue any materials that

would reveal the identity of a personal or corporate taxpayer.

9
10

(c) The Commissioner of Internal Revenue or authorized representative,


for tax administration and compliance purposes only.

11

(d) For tax administration and compliance purposes, the proper officer or

12

authorized representative of any of the following entities that has or is

13

governed by a provision of law that meets the requirements of any applicable

14

provision of the Internal Revenue Code as to confidentiality:

15

(A) A state;

16

(B) A city, county or other political subdivision of a state;

17

(C) The District of Columbia; or

18

(D) An association established exclusively to provide services to federal,

19

state or local taxing authorities.

20

(e) The Multistate Tax Commission or its authorized representatives, for

21

tax administration and compliance purposes only. The Multistate Tax Com-

22

mission may make the information available to the Commissioner of Internal

23

Revenue or the proper officer or authorized representative of any govern-

24

mental entity described in and meeting the qualifications of paragraph (d)

25

of this subsection.

26

(f) The Attorney General, assistants and employees in the Department of

27

Justice, or other legal representative of the State of Oregon, to the extent

28

the department deems disclosure or access necessary for the performance of

29

the duties of advising or representing the department pursuant to ORS

30

180.010 to 180.240 and the tax laws of [this] the state.

31

(g) Employees of the State of Oregon, other than of the Department of


[43]

LC 838 7/29/16
1

Revenue or Department of Justice, to the extent the department deems dis-

closure or access necessary for such employees to perform their duties under

contracts or agreements between the department and any other department,

agency or subdivision of the State of Oregon, in the departments adminis-

tration of the tax laws.

(h) Other persons, partnerships, corporations and other legal entities, and

their employees, to the extent the department deems disclosure or access

necessary for the performance of such others duties under contracts or

agreements between the department and such legal entities, in the

10

departments administration of the tax laws.

11

(i) The Legislative Revenue Officer or authorized representatives upon

12

compliance with ORS 173.850. Such officer or representative shall not remove

13

from the premises of the department any materials that would reveal the

14

identity of any taxpayer or any other person.

15

(j) The Department of Consumer and Business Services, to the extent the

16

department requires such information to determine whether it is appropriate

17

to adjust those workers compensation benefits the amount of which is based

18

pursuant to ORS chapter 656 on the amount of wages or earned income re-

19

ceived by an individual.

20

(k) Any agency of the State of Oregon, or any person, or any officer or

21

employee of such agency or person to whom disclosure or access is given by

22

state law and not otherwise referred to in this section, including but not

23

limited to the Secretary of State as Auditor of Public Accounts under Article

24

VI, section 2, of the Oregon Constitution; the Department of Human Services

25

pursuant to ORS 412.094; the Division of Child Support of the Department

26

of Justice and district attorney regarding cases for which they are providing

27

support enforcement services under ORS 25.080; the State Board of Tax

28

Practitioners,

29

Accountancy, pursuant to ORS 673.415.

pursuant

to

ORS

673.710;

and

the

Oregon

Board

of

30

(L) The Director of the Department of Consumer and Business Services

31

to determine that a person complies with ORS chapter 656 and the Director
[44]

LC 838 7/29/16
1

of the Employment Department to determine that a person complies with

ORS chapter 657, the following employer information:

(A) Identification numbers.

(B) Names and addresses.

(C) Inception date as employer.

(D) Nature of business.

(E) Entity changes.

(F) Date of last payroll.

(m) The Director of the Oregon Health Authority to determine that a

10

person has the ability to pay for care that includes services provided by the

11

Oregon State Hospital, or the Oregon Health Authority to collect any unpaid

12

cost of care as provided by ORS chapter 179.

13

(n) Employees of the Employment Department to the extent the Depart-

14

ment of Revenue deems disclosure or access to information on a combined

15

tax report filed under ORS 316.168 is necessary to performance of their duties

16

in administering the tax imposed by ORS chapter 657.

17

(o) The State Fire Marshal to assist the State Fire Marshal in carrying

18

out duties, functions and powers under ORS 453.307 to 453.414, the employer

19

or agent name, address, telephone number and standard industrial classi-

20

fication, if available.

21

(p) Employees of the Department of State Lands for the purposes of

22

identifying, locating and publishing lists of taxpayers entitled to unclaimed

23

refunds as required by the provisions of chapter 694, Oregon Laws 1993. The

24

information shall be limited to the taxpayers name, address and the refund

25

amount.

26

(q) In addition to the disclosure allowed under ORS 305.225, state or local

27

law enforcement agencies to assist in the investigation or prosecution of the

28

following criminal activities:

29

(A) Mail theft of a check, in which case the information that may be

30

disclosed shall be limited to the stolen document, the name, address and

31

taxpayer identification number of the payee, the amount of the check and the
[45]

LC 838 7/29/16
1

date printed on the check.

(B) The counterfeiting, forging or altering of a check submitted by a

taxpayer to the Department of Revenue or issued by the Department of

Revenue to a taxpayer, in which case the information that may be disclosed

shall be limited to the counterfeit, forged or altered document, the name,

address and taxpayer identification number of the payee, the amount of the

check, the date printed on the check and the altered name and address.

(r) The United States Postal Inspection Service or a federal law enforce-

ment agency, including but not limited to the United States Department of

10

Justice, to assist in the investigation of the following criminal activities:

11

(A) Mail theft of a check, in which case the information that may be

12

disclosed shall be limited to the stolen document, the name, address and

13

taxpayer identification number of the payee, the amount of the check and the

14

date printed on the check.

15

(B) The counterfeiting, forging or altering of a check submitted by a

16

taxpayer to the Department of Revenue or issued by the Department of

17

Revenue to a taxpayer, in which case the information that may be disclosed

18

shall be limited to the counterfeit, forged or altered document, the name,

19

address and taxpayer identification number of the payee, the amount of the

20

check, the date printed on the check and the altered name and address.

21
22

(s) The United States Financial Management Service, for purposes of facilitating the offsets described in ORS 305.612.

23

(t) A municipal corporation of this state for purposes of assisting the

24

municipal corporation in the administration of a tax of the municipal cor-

25

poration that is imposed on or measured by income, wages or net earnings

26

from self-employment. Any disclosure under this paragraph may be made only

27

pursuant to a written agreement between the Department of Revenue and the

28

municipal corporation that ensures the confidentiality of the information

29

disclosed.

30
31

(u) A consumer reporting agency, to the extent necessary to carry out the
purposes of ORS 314.843.
[46]

LC 838 7/29/16
1

(v) The Public Employees Retirement Board, to the extent necessary to

carry out the purposes of ORS 238.372 to 238.384, and to any public employer,

to the extent necessary to carry out the purposes of ORS 237.635 (3) and

237.637 (2).

(w) The Secretary of State for the purpose of initiating or support-

ing a recommendation under section 2 (4) or (5) or section 5 (4) or (5)

of this 2017 Act to administratively dissolve or reinstate a corporation

or limited liability company that the Director of the Department of

Revenue determines has failed to comply with applicable tax laws of

10

the state.

11

(3)(a) Each officer or employee of the department and each person de-

12

scribed or referred to in subsection (2)(a), (b), (f) to (L) or (n) to (q) of this

13

section to whom disclosure or access to the tax information is given under

14

subsection (2) of this section or any other provision of state law, prior to

15

beginning employment or the performance of duties involving such disclosure

16

or access, shall be advised in writing of the provisions of ORS 314.835 and

17

314.991, relating to penalties for the violation of ORS 314.835, and shall as

18

a condition of employment or performance of duties execute a certificate for

19

the department, in a form prescribed by the department, stating in substance

20

that the person has read these provisions of law, that the person has had

21

them explained and that the person is aware of the penalties for the violation

22

of ORS 314.835.

23

(b) The disclosure authorized in subsection (2)(r) of this section shall be

24

made only after a written agreement has been entered into between the De-

25

partment of Revenue and the person described in subsection (2)(r) of this

26

section to whom disclosure or access to the tax information is given, pro-

27

viding that:

28

(A) Any information described in ORS 314.835 that is received by the

29

person pursuant to subsection (2)(r) of this section is confidential informa-

30

tion that may not be disclosed, except to the extent necessary to investigate

31

or prosecute the criminal activities described in subsection (2)(r) of this


[47]

LC 838 7/29/16
1
2
3

section;
(B) The information shall be protected as confidential under applicable
federal and state laws; and

(C) The United States Postal Inspection Service or the federal law

enforcement agency shall give notice to the Department of Revenue of any

request received under the federal Freedom of Information Act, 5 U.S.C. 552,

or other federal law relating to the disclosure of information.

(4) The Department of Revenue may recover the costs of furnishing the

information described in subsection (2)(L), (m) and (o) to (q) of this section

10

from the respective agencies.

11

SECTION 33. ORS 554.082 is amended to read:

12

554.082. (1) A corporation shall continuously maintain in this state a

13

registered agent and registered office that may be, but need not be, the same

14

as any of the corporations places of business. The registered office must be

15

located at a physical street address where process may be personally served

16

on the registered agent. The registered office may not be a commercial mail

17

receiving agency, a mail forwarding business or a virtual office.

18

(2) A registered agent must be:

19

(a) An individual who resides in this state and whose business office is

20
21
22

identical to the registered office;


(b) A domestic corporation or domestic nonprofit corporation, the business office of which is identical to the registered office; or

23

(c) A foreign corporation or foreign nonprofit corporation that is author-

24

ized to transact business in this state, the business office of which is iden-

25

tical to the registered office.

26

SECTION 34. (1) Sections 1 to 6 of this 2017 Act and the amend-

27

ments to ORS 56.035, 60.001, 60.004, 60.047, 60.074, 60.111, 60.131, 60.647,

28

60.661, 60.737, 62.155, 63.001, 63.004, 63.047, 63.074, 63.111, 63.647, 63.661,

29

63.737, 65.001, 65.111, 70.020, 70.025, 128.575, 128.595, 314.840 and 554.082

30

by sections 7 to 33 of this 2017 Act become operative January 1, 2018.

31

(2) The Secretary of State, the Attorney General and the Director
[48]

LC 838 7/29/16
1

of the Department of Revenue may adopt rules and take any other

action before the operative date specified in subsection (1) of this sec-

tion that is necessary to enable the Secretary of State, the Attorney

General or the director to exercise, on or after the operative date

specified in subsection (1) of this section, all of the duties, powers and

functions conferred on the Secretary of State, the Attorney General

and the director by sections 2, 3, 5 and 6 of this 2017 Act and the

amendments to ORS 56.035, 60.001, 60.004, 60.047, 60.074, 60.111, 60.131,

60.647, 60.661, 60.737, 62.155, 63.001, 63.004, 63.047, 63.074, 63.111, 63.647,

10

63.661, 63.737, 65.001, 65.111, 70.020, 70.025, 128.575, 128.595, 314.840 and

11

554.082 by sections 7 to 33 of this 2017 Act.

12

SECTION 35. This 2017 Act takes effect on the 91st day after the

13

date on which the 2017 regular session of the Seventy-ninth Legislative

14

Assembly adjourns sine die.

15

[49]

LC 841
2017 Regular Session
16500-005
9/15/16 (TSB/ps)

DRAFT
SUMMARY

Requires person to obtain or renew license from Secretary of State in


order to serve as commercial registered agent in this state. Specifies application requirements and requires Secretary of State to issue license unless
Secretary of State makes certain findings. Requires nonrefundable processing
fee of $500 for each location at which person will receive service of process
on behalf of another person. Provides that license expires at end of each
calendar year.
Permits licensee to update information licensee submitted in application
at any time, but requires licensee to update certain information by specific
date. Requires licensee to notify person for which licensee accepts service
of process when licensee updates information. Permits licensee to terminate
license at any time with notice to persons for which licensee accepts service
of process.
Specifies duties of, and prohibits certain conduct by, licensee. Enables
Secretary of State to examine licensees books, papers and records to enforce
provisions of Act and to revoke licensees license or order licensee to remove
principal owner, member, director or manager under certain circumstances.
Becomes operative January 1, 2018.
Takes effect on 91st day after adjournment sine die.
1

A BILL FOR AN ACT

Relating to licensing commercial registered agents; and prescribing an ef-

3
4
5
6

fective date.
Be It Enacted by the People of the State of Oregon:
SECTION 1. Sections 2 to 9 of this 2017 Act are added to and made
a part of ORS chapter 56.

SECTION 2. As used in sections 2 to 9 of this 2017 Act:

(1) Affiliate means a person that controls, is controlled by, is


NOTE: Matter in boldfaced type in an amended section is new; matter [italic and bracketed] is existing law to be omitted.
New sections are in boldfaced type.

LC 841 9/15/16
1

under common control with another person, or is engaged in a joint

venture with another person, to advertise or market the persons ser-

vices.

(2) Business entity means a corporation, cooperative, limited li-

ability company, nonprofit corporation, limited partnership or other

entity that the laws of this state require to have a registered agent.

7
8
9
10

(3) Commercial registered agent means a registered agent that


accepts service of process on behalf of 50 or more persons.
(4) Licensee means a person who has a license from the Secretary
of State to serve as a commercial registered agent in this state.

11

(5) Person means an individual or a business entity.

12

(6) Principal owner, member, director or manager means an in-

13
14
15

dividual who:
(a) Owns five percent or more of the total equitable interest in a
business entity;

16

(b) Exercises sole control, or substantial control in common with

17

another principal owner, member, director or manager, over the af-

18

fairs of a business entity;

19
20
21
22
23
24

(c) Has a right under a business entitys articles of incorporation,


articles of organization or bylaws to:
(A) Inspect the books, papers and other records, including electronic records, that concern the affairs of the business entity; or
(B) Receive information concerning, and vote on, any or all issues
that involve the affairs of the business entity; or

25

(d) Has a right under a business entitys articles of incorporation,

26

articles of organization or bylaws to receive distributions of moneys

27

or property from the business entity.

28

(7) Registered agent means a person that has a physical residence

29

or business address in this state at which the person accepts service

30

of process on behalf of another person.

31

SECTION 3. (1) A person may not serve as a commercial registered


[2]

LC 841 9/15/16
1

agent in this state unless the person has a current unexpired license

from the Secretary of State.

(2) A person may apply to obtain or renew a license to serve as a

commercial registered agent by submitting a form to the Secretary of

State in a format and with contents that the Secretary of State spec-

ifies by rule. The Secretary of State shall require that each applica-

tion, at a minimum:

8
9

(a) States the persons full legal name and assumed business name,
if the person uses an assumed business name.

10

(b) Lists the full legal names and full, current and correct street

11

addresses for each of the persons principal owners, members, direc-

12

tors and managers and specifies the legal form of organization and the

13

jurisdiction under which the person operates, if the person is a busi-

14

ness entity.

15

(c) Lists full, current and correct street addresses for:

16

(A) The persons principal business office;

17

(B) Each location in this state at which the person conducts busi-

18

ness; and

19

(C) Each location in this state at which the person will receive

20

service of process on behalf of another person, if the person will re-

21

ceive service of process on behalf of another person at an address that

22

differs from the persons principal business address.

23
24
25
26

(d) Lists the name of each employee or agent that the person has
authorized to accept service of process on behalf of another person.
(e) Lists the days of the week and the hours in each day on which
the person will accept service of process on behalf of another person.

27

(f) States that the person is authorized to conduct business in this

28

state, has filed all required annual reports and has any other current

29

and unexpired licenses, registrations or other authorizations that are

30

necessary to conduct business under the laws of this state.

31

(g) States that the person has not, or the persons principal owners,
[3]

LC 841 9/15/16
1

members, directors and managers have not, been convicted of a felony.

(h) States that the person has not, or the persons principal owners,

members, directors and managers have not, had an authorization to

serve as a registered agent denied, revoked or enjoined in this state

or in another jurisdiction because of the persons or the principal

owners, members, directors or managers conduct as a registered

agent or while performing functions equivalent to the functions of a

registered agent or because the person or principal owner, member,

director or manager engaged in conduct that was intended to or likely

10

would deceive or defraud a member of the public.

11

(i) States that the person has served as a registered agent in this

12

state for at least one year before the date on which the person submits

13

the application.

14
15

(j) Includes any other information the Secretary of State requires


by rule.

16

(k) Includes a complete set of fingerprints for each of the persons

17

principal owners, members, directors and managers and for each em-

18

ployee or agent that the person authorizes to accept service of process

19

on behalf of another person, along with signed written permission for

20

the Secretary of State to forward the fingerprints to the Department

21

of State Police and the Federal Bureau of Investigation for a criminal

22

background check.

23

(L) Includes a nonrefundable processing fee of $500 for each location

24

at which the person will accept service of process on behalf of another

25

person.

26

(m) Includes the signature of at least one individual that the person

27

has authorized to sign on the persons behalf and with authority to

28

bind the person to all of the representations and undertakings in the

29

application underneath a statement that acknowledges that the indi-

30

vidual signs under penalty of perjury.

31

(3) If a name that a person submits on an application under sub[4]

LC 841 9/15/16
1

section (2)(a) of this section is not distinguishable from the name of

a licensee, the person shall adopt an assumed business name that is

distinguishable from the name of a licensee and shall use the assumed

business name in communications and filings with the Secretary of

State and in transactions with another person when serving as a

commercial registered agent in this state. For purposes of this sub-

section, a persons name is not distinguishable from a licensees name

solely because the person uses a distinctive typeface, design, trade-

mark, trade name or similar device or a combination of distinctive

10

typefaces, designs, trademarks, trade names or similar devices. The

11

Secretary of State may by rule specify requirements for distinguishing

12

among the names of commercial registered agents.

13

(4) The Secretary of State shall issue or renew a license to serve

14

as a commercial registered agent to a person that applies under sub-

15

section (2) of this section unless the Secretary of State finds that:

16
17

(a) The person or one or more of the persons principal owners,


members, directors or managers has been convicted of a felony; or

18

(b) The person or one or more of the persons principal owners,

19

members, directors or managers has had an authorization to serve as

20

a registered agent denied, revoked or enjoined in this state or in an-

21

other jurisdiction because of the persons or the principal owners,

22

members, directors or managers conduct as a registered agent or

23

while performing functions equivalent to the functions of a registered

24

agent or because the person or principal owner, member, director or

25

manager engaged in conduct that was intended to or likely would de-

26

ceive or defraud a member of the public.

27

(5) A license that the Secretary of State issues under this section

28

expires at the end of the calendar year in which the Secretary of State

29

issues the license.

30

SECTION 4. (1)(a) A licensee at any time may change or update any

31

of the information the licensee submitted in an application under


[5]

LC 841 9/15/16
1

section 3 of this 2017 Act by filing a statement with the Secretary of

State that identifies the changes the licensee intends to make.

(b) If the licensee changes the licensees name or assumed business

name, the address of the licensees principal business office or an of-

fice at which the licensee conducts business or receives service of

process on behalf of another person or the licensees legal form of or-

ganization, if the licensee intends to replace or change the names or

addresses of any of the licensees principal owners, members, directors

or managers or if a condition described in section 3 (4) of this 2017 Act

10

has occurred, the licensee shall file a statement of the changes with

11

the Secretary of State not later than 31 days before the change be-

12

comes effective or, if appropriate, not later than 10 business days after

13

the condition described in section 3 (4) of this 2017 Act has occurred.

14

(c) If the licensee replaces or changes the names of any of the

15

licensees principal owners, members, directors or managers, the

16

licensee shall submit, along with the statement described in paragraph

17

(b) of this subsection, a complete set of fingerprints and an authori-

18

zation, as provided in section 3 (2)(k) of this 2017 Act, for each new

19

principal owner, member, director or manager.

20

(2) The Secretary of State by rule may specify a form, format and

21

contents for the statement described in subsection (1) of this section,

22

but at a minimum the statement must:

23
24

(a) List the licensees current name and assumed business name,
if any, as the name appears on the license;

25

(b) Specify each change that the licensee intends to make to the

26

information the licensee submitted in the licensees original or

27

amended application;

28
29

(c) Display the signature of an individual that the licensee has authorized to sign on the licensees behalf; and

30

(d) Include a nonrefundable processing fee of $100.

31

(3) On the same date on which a licensee submits a statement to


[6]

LC 841 9/15/16
1

the Secretary of State under subsection (1) of this section, the licensee

shall send a copy of the statement to each of the persons for which

the licensee serves as a registered agent in this state. The licensee,

within 10 business days after submitting a statement under subsection

(1) of this section, shall submit an affidavit to the Secretary of State

that states that the licensee has complied with the notification re-

quirements set forth in this subsection and that lists the name of each

person to which the licensee sent a copy of the statement.

(4) The Secretary of State may impose a civil penalty of not more

10

than $500 as provided in ORS 183.745 on a licensee that fails to submit

11

a statement as required under subsection (1)(b) of this section and, if

12

appropriate, the fingerprints and authorization described in subsection

13

(1)(c) of this section.

14

SECTION 5. (1) A licensee at any time may terminate a license to

15

serve as a commercial registered agent in this state by filing a termi-

16

nation notice with the Secretary of State. The Secretary of State by

17

rule may specify a form, format and contents for the termination no-

18

tice, but at a minimum the termination notice must:

19
20
21
22
23
24

(a) List the licensees name and assumed business name, if any, as
the name appears on the license;
(b) State that the licensee will no longer serve as a commercial
registered agent in this state;
(c) Display the signature of an individual that the licensee has authorized to sign on the licensees behalf; and

25

(d) Include a nonrefundable processing fee of $100.

26

(2) A license termination is effective 31 days after the date on which

27

the Secretary of State receives and files a licensees termination no-

28

tice.

29

(3) On the same date on which a licensee submits a termination

30

notice to the Secretary of State, the licensee shall notify each person

31

for which the licensee serves as a registered agent that the licensee
[7]

LC 841 9/15/16
1

has terminated the licensees license to serve as a commercial regis-

tered agent in this state. In the notice, the licensee shall also specify

the date on which the termination is effective. The licensee, within 10

business days after submitting a notice of termination under sub-

section (1) of this section, shall submit an affidavit to the Secretary

of State that states that the licensee has complied with the notifica-

tion requirements set forth in this subsection and that lists the name

of each person to which the licensee sent notice.

(4) A licensee ceases to serve as the registered agent for all persons

10

for which the licensee previously served as a registered agent on the

11

date the licensees termination is effective as provided in subsection

12

(2) of this section. A license termination under this section does not

13

affect any contractual or other rights that a licensee may have against

14

a person for which the licensee served as a registered agent or that

15

the person may have against the licensee.

16

SECTION 6. (1) A licensee, including as appropriate the licensees

17

principal owners, members, directors and managers and the licensees

18

employees or agents, shall:

19
20

(a) Accept service of process on behalf of all persons for which the
licensee serves as a registered agent in this state;

21

(b) Forward all process served and other related documents that a

22

registered agent must accept and forward under the laws of this state

23

to the person identified in the process or documents at the current

24

address the licensee has for the person in the licensees records;

25

(c) Notify the Secretary of State of any material changes to the

26

information described in section 4 (1)(b) of this 2017 Act and, if ap-

27

propriate, provide the fingerprints and authorization described in sec-

28

tion 4 (1)(c) of this 2017 Act in accordance with the requirements of

29

section 4 of this 2017 Act; and

30
31

(d) Otherwise comply with the requirements set forth in sections 2


to 9 of this 2017 Act.
[8]

LC 841 9/15/16
1

(2) A licensee, including as appropriate the licensees principal

owners, members, directors and managers and the licensees employ-

ees, agents or affiliates, may not:

(a) Engage in any misleading, deceptive or fraudulent business

practice or any practice that shows evidence of an intention to mislead

or deceive members of the public or a person for which the licensee

serves as a registered agent;

(b) Advertise or market through any medium of communication or

in any manner the licensees assistance or services, or the assistance

10

or services of an affiliate of the licensee, in establishing shell,

11

shelf, aged-shelf or similar business entities in this state; or

12

(c) Advertise, claim, represent or state in any medium of commu-

13

nication or in any manner that the State of Oregon, an officer or

14

employee of the State of Oregon, the Secretary of State or any law of

15

this state provides anonymity, secrecy or hidden ownership, or

16

use similar words or phrases with which the licensee intends to convey

17

the impression that a person may conceal the identities of the persons

18

principal owners, members, directors or managers or other informa-

19

tion about the person or the persons principal owners, members, di-

20

rectors or managers that is lawfully accessible to the public.

21

(3) The Secretary of State may impose a civil penalty as provided

22

in ORS 183.745 of not more than $500 for each violation of subsection

23

(2) of this section.

24

SECTION 7. (1) The Secretary of State may:

25

(a) Examine a licensees books, papers, documents or other records,

26

including electronic records, to ensure compliance with the provisions

27

of sections 2 to 9 of this 2017 Act or any other provision of the laws

28

of this state that relates to the duties of a registered agent. The Sec-

29

retary of State may conduct the examination periodically or after de-

30

termining that a violation of sections 2 to 9 of this 2017 Act or any

31

other provision of the laws of this state that relates to the duties of
[9]

LC 841 9/15/16
1

a registered agent has occurred or is about to occur.

(b) Issue an interrogatory or an order to provide or produce books,

papers, documents or other records, including electronic records, that

are necessary to enable the Secretary of State to perform duties under

paragraph (a) of this subsection.

(2) A licensee shall answer an interrogatory or order that the Sec-

retary of State issues under subsection (1) of this section on or before

the time stated in the interrogatory or order or, if a time is not stated

in the interrogatory or order, within 30 days after the date of the

10

interrogatory or order.

11

SECTION 8. (1)(a) The Secretary of State may revoke a licensees

12

licensee to serve as a commercial registered agent in this state if the

13

Secretary of State determines that the licensee or a principal owner,

14

member, director or manager or an affiliate of the licensee inten-

15

tionally violated a provision of section 6 (2) of this 2017 Act or inten-

16

tionally failed to provide the information required under section 4

17

(1)(b) or (c) of this 2017 Act.

18

(b) A licensee may request a hearing from the Secretary of State

19

under ORS chapter 183 concerning a revocation under paragraph (a)

20

of this subsection. If the licensee does not request a hearing or if the

21

Secretary of State finds after a hearing that good cause exists for the

22

revocation, the revocation becomes effective 31 days after the date on

23

which the Secretary of State notifies the licensee of the revocation or

24

of the Secretary of States findings following the hearing.

25

(2) The Secretary of State may:

26

(a) Order a licensee to remove a principal owner, member, director

27

or manager from the principal owners, members, directors or

28

managers position with the licensee if the Secretary of State finds

29

that a condition described in section 3 (4) of this 2017 Act has occurred.

30

(b) Revoke a licensees license if the licensee fails to comply with

31

an order the Secretary of State issued under paragraph (a) of this


[10]

LC 841 9/15/16
1

subsection by the date the Secretary of State specifies in the order. A

revocation under this paragraph is not subject to a hearing.

(c) Apply to a circuit court of this state for an order to enjoin a

principal owner, member, director or manager of a licensee from di-

recting any of the actions of, or performing any duties with, the

licensee as a principal owner, member, director or manager if the

court finds that a condition described in section 3 (4) of this 2017 Act

has occurred.

(3) If the Secretary of State revokes a licensees license, the Secre-

10

tary of State shall notify each person for which the licensee served as

11

a registered agent that the Secretary of State has revoked the

12

licensees license to serve as a commercial registered agent in this

13

state and shall indicate the date on which the revocation becomes ef-

14

fective. The notice must also require the person to appoint a new

15

registered agent within 31 days after the date of the Secretary of

16

States notice.

17

(4) In addition to any of the penalties provided in subsections (1) to

18

(3) of this section, if a licensee fails to comply with a provision of

19

sections 2 to 9 of this 2017 Act or an order of the Secretary of State

20

under sections 2 to 9 of this 2017 Act, the Secretary of State may re-

21

fuse to file a document from a person for which a licensee serves as

22

a registered agent until the licensee complies with the provision or the

23

order.

24
25
26
27

SECTION 9. The Secretary of State may adopt rules to implement


the provisions of sections 2 to 9 of this 2017 Act.
SECTION 10. (1) Sections 2 to 9 of this 2017 Act become operative
on January 1, 2018.

28

(2) The Secretary of State may adopt rules and take any other

29

action before the operative date specified in subsection (1) of this sec-

30

tion that is necessary to enable the Secretary of State, on and after

31

the operative date specified in subsection (1) of this section, to exercise


[11]

LC 841 9/15/16
1

all of the duties, powers and functions conferred on the Secretary of

State by sections 2 to 9 of this 2017 Act.

SECTION 11. This 2017 Act takes effect on the 91st day after the

date on which the 2017 regular session of the Seventy-ninth Legislative

Assembly adjourns sine die.

[12]

LC 839
2017 Regular Session
16500-003
7/13/16 (TSB/ps)

DRAFT
SUMMARY

Requires corporations, incorporators of corporations, limited liability


companies and organizers of limited liability companies to file document that
declares whether corporation or limited liability company has previously
filed or will file tax return or that lists certain identifying information for
each of corporations or limited liability companys beneficial owners.
Specifies circumstances under which and entities to which Secretary of
State may disclose information from document.
Becomes operative January 1, 2018.
Takes effect on 91st day following adjournment sine die.
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A BILL FOR AN ACT

Relating to information about beneficial owners of Oregon business entities;

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and prescribing an effective date.


Be It Enacted by the People of the State of Oregon:
SECTION 1. Section 2 of this 2017 Act is added to and made a part
of ORS chapter 60.
SECTION 2. (1)(a) As used in this section, beneficial owner means
an individual who, directly or indirectly:
(A) Exercises substantial control over a corporation; or
(B) Has a substantial interest in or receives substantial economic
benefit from the assets of a corporation.

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(b) Beneficial owner does not include:

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(A) An individual who is a minor;

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(B) A person that acts solely as a nominee, intermediary, custodian

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or agent for or on behalf of another person that is a beneficial owner;


NOTE: Matter in boldfaced type in an amended section is new; matter [italic and bracketed] is existing law to be omitted.
New sections are in boldfaced type.

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(C) An individual who acts solely as an employee of a corporation,

for whom control over the corporation or substantial interest in or

economic benefit from assets of the corporation derives solely from

the individuals employment with the corporation;

(D) An individual whose control over a corporation or substantial

interest in or economic benefit from assets of the corporation derives

entirely from inheritance, unless the individual otherwise is, acts as

or retains the rights of a beneficial owner; or

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(E) A creditor of a corporation, unless the creditor otherwise is,


acts as or retains the rights of a beneficial owner.

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(2) An incorporator, at the time the incorporator delivers articles

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of incorporation to the Secretary of State under ORS 60.044, or a cor-

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poration, at the time the corporation delivers the corporations annual

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report, shall deliver a written document to the Secretary of State for

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filing, in a form and format and with the contents the Secretary of

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State specifies by rule, that, at a minimum:

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(a)(A) Declares under penalty of perjury whether the corporation

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has previously filed or will file a tax return with the Department of

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Revenue; or

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(B) Lists:

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(i) For each of the corporations beneficial owners who is a citizen

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of the United States, the beneficial owners name, street address,

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driver license number or other official state identification number and

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the state that issued the driver license or identification; or

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(ii) For each of the corporations beneficial owners who is not a

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citizen of the United States, the beneficial owners name, street ad-

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dress and a true copy of the beneficial owners authenticated passport

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that a foreign government issued and that displays a photograph, date

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of birth and additional identifying information; and

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(b) Updates the list and information described in paragraph (a)(B)

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of this subsection, indicating specifically how the composition of the


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list and the information about any of the corporations beneficial

owners has changed since the incorporator or the corporation last filed

a document under this subsection.

(3) This section does not require the Secretary of State to verify the

truth or accuracy of any list or information in any document the

Secretary of State receives under this section.


(4) The Secretary of State may disclose information from the doc-

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ument described in subsection (2) of this section only in response to:

(a) A civil, criminal or administrative subpoena or equivalent legal

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process from a federal or state law enforcement agency that is con-

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ducting a criminal investigation; or

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(b) A written request issued by an agency or political subdivision

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of this state, another state or the United States in the course of en-

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forcing a law of a state or the United States.


SECTION 3. Section 4 of this 2017 Act is added to and made a part

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of ORS chapter 63.


SECTION 4. (1)(a) As used in this section, beneficial owner means

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an individual who, directly or indirectly:


(A) Exercises substantial control over a limited liability company;

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or
(B) Has a substantial interest in or receives substantial economic
benefit from the assets of a limited liability company.

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(b) Beneficial owner does not include:

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(A) An individual who is a minor;

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(B) A person that acts solely as a nominee, intermediary, custodian

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or agent for or on behalf of another person that is a beneficial owner;

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(C) An individual who acts solely as an employee of a limited li-

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ability company, for whom control over the limited liability company

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or substantial interest in or economic benefit from assets of the lim-

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ited liability company derives solely from the individuals employment

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with the limited liability company;


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(D) An individual whose control over a limited liability company

or substantial interest in or economic benefit from assets of the lim-

ited liability company derives entirely from inheritance, unless the

individual otherwise is, acts as or retains the rights of a beneficial

owner; or
(E) A creditor of a limited liability company, unless the creditor

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otherwise is, acts as or retains the rights of a beneficial owner.

(2) An organizer, at the time the organizer delivers articles of or-

ganization to the Secretary of State under ORS 63.044, or a limited li-

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ability company, at the time the limited liability company delivers the

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limited liability companys annual report, shall deliver a written doc-

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ument to the Secretary of State for filing, in a form and format and

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with the contents the Secretary of State specifies by rule, that, at a

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minimum:

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(a)(A) Declares under penalty of perjury whether the limited liabil-

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ity company has previously filed or will file a tax return with the De-

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partment of Revenue; or

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(B) Lists:

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(i) For each of the limited liability companys beneficial owners who

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is a citizen of the United States, the beneficial owners name, street

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address, driver license number or other official state identification

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number and the state that issued the driver license or identification;

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or

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(ii) For each of the limited liability companys beneficial owners

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who is not a citizen of the United States, the beneficial owners name,

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street address and a true copy of the beneficial owners authenticated

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passport that a foreign government issued and that displays a photo-

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graph, date of birth and additional identifying information; and

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(b) Updates the list and information described in paragraph (a)(B)

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of this subsection, indicating specifically how the composition of the

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list and the information about any of the limited liability companys
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beneficial owners has changed since the organizer or the limited li-

ability company last filed a document under this subsection.

(3) This section does not require the Secretary of State to verify the

truth or accuracy of any list or information in any document the

Secretary of State receives under this section.

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(4) The Secretary of State may disclose information from the document described in subsection (2) of this section only in response to:

(a) A civil, criminal or administrative subpoena or equivalent legal

process from a federal or state law enforcement agency that is con-

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ducting a criminal investigation; or

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(b) A written request issued by an agency or political subdivision

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of this state, another state or the United States in the course of en-

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forcing a law of a state or the United States.

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SECTION 5. (1) Sections 2 and 4 of this 2017 Act become operative


on January 1, 2018.

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(2) The Secretary of State may adopt rules and take any other

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action before the operative date specified in subsection (1) of this sec-

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tion that is necessary to enable the Secretary of State to exercise, on

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and after the operative date specified in subsection (1) of this section,

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all of the duties, functions and powers conferred on the Secretary of

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State by sections 2 and 4 of this 2017 Act.

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SECTION 6. This 2017 Act takes effect on the 91st day after the date

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on which the 2017 regular session of the Seventy-ninth Legislative

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Assembly adjourns sine die.

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