Professional Documents
Culture Documents
DRAFT
SUMMARY
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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SECTION 1. Sections 2 and 3 of this 2017 Act are added to and made
a part of ORS chapter 60.
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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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retary of State may provide a law enforcement agency with the list
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may:
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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
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may seek, and a court or other forum may grant, joinder of all persons
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dissolve a corporation for failure to comply with the tax laws of the
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(5) The Secretary of State may not file articles of incorporation for
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state, that a court has judicially dissolved or for which the Depart-
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in this state recommends that the Secretary of State allow the incor-
poration or reinstatement;
(6) The Secretary of State, the Attorney General and the Director
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spect; or
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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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(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.
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retary of State may provide a law enforcement agency with the list
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the Secretary of State under subsection (1) of this section, the Secre-
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(a) Impose a civil penalty on the limited liability company in accordance with ORS 183.745;
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(c) Administratively dissolve the limited liability company in accordance with ORS 63.651.
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any complaint that the Attorney General receives that alleges that the
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chapter and may demand an answer from the limited liability company
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eral does not deem the limited liability companys answer satisfactory,
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ited liability companys violation. The Attorney General may seek, and
a court or other forum may grant, joinder of all persons and parties
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dissolve a limited liability company for failure to comply with the tax
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from the director and shall dissolve the limited liability company un-
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(5) The Secretary of State may not file articles of organization for
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of the limited liability company for which the Secretary of State can-
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(6) The Secretary of State, the Attorney General and the Director
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ability
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companys
shares,
assets,
liabilities,
capital,
dividends,
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material respect; or
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submitted for filing with the Secretary of State, the document must include
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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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(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
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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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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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transmission.
incorporated association that has one or more members and that is organized
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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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does not directly involve the physical transfer of paper and that is suitable
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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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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
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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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(25) Record date means the date established under this chapter on
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with other persons at the meeting and have access to materials necessary to
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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
signature.
(30) Single voting group means a voting group, the shares of which are
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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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(32) Subscriber means a person who subscribes for shares in a corporation, whether before or after incorporation.
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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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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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(2) [This chapter must require or permit filing] The document must be a
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(3) The document must contain the information required by this chapter
and may contain other information.
(5) The document must be in the English language. The certificate of ex-
(a) [By] The chair of the board of directors of a domestic or foreign cor-
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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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(b) State beneath or opposite the signature the persons name and the
capacity in which the person signs.
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[(8)] (9) If the Secretary of State has prescribed a mandatory form for the
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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.
(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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(f) The physical street address, including the number and name of
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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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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
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(D) Any transaction from which the director derived an improper personal
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benefit;
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responsible; and
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60.074. (1) Every corporation incorporated under this chapter has the
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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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istered agent and registered office that may be, but need not be, the same
on the registered agent. The registered office may not be a commercial mail
(a) An individual who resides in this state and whose business office is
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of shares and the number of shares of each class that [the corporation is au-
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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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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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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
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
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tive; or
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(d) Have preference over any other class of shares with respect to dis-
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corporation.
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tive rights of share classes in subsection (3) of this section is not exhaustive.
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(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
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[(4)] (5) The corporation does not notify the Secretary of State that [its]
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that [its] the registered agent has resigned or that [its] the registered office
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[(5)] (6) The corporations period of duration stated in [its] the articles
of incorporation expires.
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finds that:
(a)
The
corporation
of
incorporation
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(b) The corporation has continued to exceed or abuse the authority conferred upon [it] the corporation by law[.]; or
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answer to the Attorney General under section 2 (3) of this 2017 Act
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(a) The directors are deadlocked in the management of the corporate af-
fairs, the shareholders are unable to break the deadlock and irreparable in-
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(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
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(a) The creditors claim has been reduced to judgment, the execution on
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(1) The foreign corporation does not deliver [its] the corporations an-
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nual report to the Secretary of State within the time prescribed by this
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chapter;
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(2) The foreign corporation does not pay within the time prescribed by
this chapter any fees imposed by this chapter;
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(3) The foreign corporation fails to comply with an order from the
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Secretary of State under section 2 (1) of this 2017 Act or is the subject
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[(3)] (4) The foreign corporation has failed to appoint or maintain a reg-
[(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
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
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filing; or
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from the official having custody of corporate records in the state or country
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under whose law the foreign corporation is incorporated stating that [it] the
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merger.
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state:
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(a) A registered office that may be, but need not be, the same as the
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physical street address where process may be personally served on the reg-
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istered agent. The registered office may not be a commercial mail receiving
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(A) An individual who resides in this state and whose business office is
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transact business in this state and that has a business office identical to the
registered office.
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(2) A cooperative may change the cooperatives registered office or registered agent in accordance with the procedure set forth in ORS 60.114.
istered agent may resign in accordance with the procedure set forth in ORS
60.117.
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(1) Anniversary means [that] the day each year that is exactly one or
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(a) The date [of filing by] on which the Secretary of State [of] files the
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articles of organization [in the case of] for a domestic limited liability com-
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pany.
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(b) The date [of filing by] on which the Secretary of State [of an] files
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[for the purpose of forming] that forms a limited liability company, including
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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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members properties;
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that has not been dismissed on or before the 120th day after the commence-
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members properties that is not vacated or stayed on or before the 90th day
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not vacated on or before the 90th day after [expiration of the stay under] the
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services.
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pany] to or for the benefit of the limited liability companys members in re-
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ganized under ORS chapter 58 for the purpose of rendering professional ser-
vices and for the purposes provided under ORS chapter 58.
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[having] that have a joint or common economic interest, any state, the
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(10) Foreign corporation means a corporation for profit that is incorporated under laws other than the laws of [this] the state.
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corporated association organized under laws other than the laws of [this] the
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state and that is organized under a statute under which an association may
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be formed that affords to each of the entitys members limited liability with
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under laws other than the laws of [this state and having] the state and that
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has as partners one or more general partners and one or more limited part-
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ners.
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that is organized under laws other than the laws of [this] the state.
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partnership formed by two or more persons under ORS chapter 70 [and hav-
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ing] that has one or more general partners and one or more limited partners.
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(19) Manager [or managers] means a person [or persons, who need not
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that a manager will manage the limited liability company [will be managed
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by a manager or managers].
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(21)(a) Member [or members] means a person [or persons] with both
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an ownership interest in a limited liability company and all the rights and
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[who] that has not also acquired the voting and other rights appurtenant to
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membership.
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(22) Member-managed limited liability company means a limited liability company other than a manager-managed limited liability company.
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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.
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(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.
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the United States and the agencies and governmental subdivisions of the
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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-
(2) [This chapter must require or permit filing] The document must be a
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(3) The document must contain the information required by this chapter
and may contain other information.
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(5) The document must be in the English language. The certificate of ex-
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istence required of foreign limited liability companies under ORS 63.707 need
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translation.
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required by this chapter to be filed with the office must be executed in the
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following manner:
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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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(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
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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
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(a) The name of the limited liability company, which [satisfies] must
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(b) The address, including street and number, and mailing address, if dif-
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ferent, of the limited liability companys initial registered office and the
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statement that the limited liability company [is to] will be managed by a
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manager or managers;
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(f) The latest date on which the limited liability company [is to] will
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is perpetual; [and]
(g) If a limited liability company [is to] will render professional service
(h) The physical street address, including the number and name of
the street, and the mailing address, if different, of the limited liability
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(2) The articles of organization may set forth any other provisions, not
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inconsistent with law, for [the regulation of] regulating the internal affairs
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(3) The articles of organization need not set forth any of the powers
enumerated in this chapter.
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63.074. (1) Except as otherwise provided by the laws of [this] the state and
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in this section, a limited liability company formed under this chapter may
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limited purpose [is set forth in the articles of organization]. A person may
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not organize a limited liability company under this chapter for any
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business activity.
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(2) Subject to the laws of [this] the state, the rules and regulations of
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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
[this] the state may not be organized under this chapter if the business is
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state a registered agent and registered office that may be, but need not be,
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the same as any of the limited liability companys places of business. The
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may be personally served on the registered agent. The registered office may
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or a virtual office.
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(a) An individual who resides in this state and whose business office is
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(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
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[(4)] (5) The limited liability company does not notify the Secretary of
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State that [its] the limited liability companys registered agent or regis-
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tered office has [been] changed, that [its] the registered agent has resigned
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[(5)] (6) The limited liability companys period of duration stated in [its]
the articles of organization expires.
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63.661. [The circuit courts] A circuit court may dissolve a limited liabil-
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ity company:
(1) In a proceeding by the Attorney General if [it is established] the court
finds that:
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(a) The limited liability company [obtained its] filed articles of organiza-
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(b) The limited liability company has continued to exceed or abuse the
authority conferred upon [it] the limited liability company by law[.]; or
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this 2017 Act concerning a complaint alleging that the limited liability
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supervision.
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(1) The foreign limited liability company does not deliver [its] the limited
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liability companys annual report to the Secretary of State within the time
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(2) The foreign limited liability company does not pay within the time
prescribed by this chapter any fees imposed by this chapter;
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order from the Secretary of State under section 5 (1) of this 2017 Act
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tor of the Department of Revenue under section 5 (4) of this 2017 Act;
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[(3)] (4) The foreign limited liability company has failed to appoint or
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by this chapter;
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[(4)] (5) The foreign limited liability company does not inform the Secre-
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tary of State under ORS 63.724 or 63.727 that [its] the limited liability
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companys registered agent or registered office has changed, that [its] the
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registered agent has resigned or that [its] the registered office has been
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discontinued;
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liability company signed a document knowing [it] the document was false
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in any material respect with intent that the document be delivered to the
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[(6)] (7) The foreign limited liability company no longer satisfies the re-
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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
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expires.
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(1) Anniversary means the day each year that is exactly one or more
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years after the date on which the Office of the Secretary of State files the
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proved or ratified by the members entitled to vote on the issue through ei-
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ther:
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(a) The affirmative vote of a majority of the votes of the members re-
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who are vested with overall management of the affairs of the domestic or
(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
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(6) Class means a group of memberships that have the same rights with
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this section, rights are the same if the rights are determined by a formula
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applied uniformly.
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transmit [to the organization] notices intended for the corporation or for-
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eign [or domestic] corporation either when sending the notices to the regis-
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contact address may be the principal place of business, if any, or the business
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corporation who has consented to serve, but may not be the address of the
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registered agent.]
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electronic transmission.
act as [members] a member of the board, and [the successors to the individ-
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other than paying value for property received or services performed or pay-
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ciation that has one or more members and that is organized under ORS
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chapter 63.
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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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(16) Effective date of notice has the meaning given that term in ORS
65.034.
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membership.
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sons that have a joint or common economic interest, any state, the United
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3
4
5
laws other than the laws of [this] the state and that would be a nonprofit
10
ation that is organized under laws other than the laws of [this] the state and
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that affords to each of the entitys members limited liability with respect to
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is called in the articles or bylaws, to vote on more than one occasion to elect
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a director or directors.
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(A) A person [is not a member by virtue of any] that has only one or
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(27) Membership means the rights and obligations a member has under
this chapter.
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(30) Notice has the meaning given that term in ORS 65.034.
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(33)(a) Principal office means the physical street address of the place,
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office in the most recent annual report filed pursuant to ORS 65.787 or, if
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tax exempt under section 501(c)(3) of the Internal Revenue Code of 1986 or
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LC 838 7/29/16
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of 1986; and
(36) Record date means the date established under ORS 65.131 to 65.177
corporations members and the members membership rights for the purposes
of this chapter.
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13
religious purposes.
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15
16
17
with other persons at the meeting and have access to materials necessary to
18
19
to participate or vote.
20
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
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24
(40) State, when referring to a part of the United States, means a state,
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stipend that is paid only to compensate the average expenses the individual
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LC 838 7/29/16
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States.
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6
(44) Voting power means the total number of votes entitled to be cast
a vote that is contingent upon a condition or event occurring that has not
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both:
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state; or
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[(2)] (b) A registered office of the corporation, which [shall] must be the
residence or office address of the registered agent.
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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
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LC 838 7/29/16
1
nership that does business in this state and all general partners of each do-
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
11
virtual office.
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13
(A) An individual resident of this state who has a business office in this
14
state;
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20
transact business in this state and has a business office in this state.
21
22
the domestic or foreign limited partnership may change the registered agent
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mediately terminates the existing registered agent and establishes the newly
27
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limited partnership and the general partners of the domestic or foreign lim-
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(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
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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.
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-
(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
13
served on the registered agent and that may not be a commercial mail
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15
16
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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
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-
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(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]
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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-
(a) The name of the business trust and the state or country under the law
(c) The physical street address of the business trusts registered office in
10
11
served on the registered agent and which may not be a commercial mail re-
12
13
14
(d) A mailing address to which the Secretary of State may mail notices;
15
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
21
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
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
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LC 838 7/29/16
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report and return the corrected report to the Secretary of State within 45
(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
(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
14
15
16
payer under ORS 305.230 or person designated by the taxpayer under ORS
17
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
21
(b) Publish lists of taxpayers who are entitled to unclaimed tax refunds.
22
23
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25
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27
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
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(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
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
20
21
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24
25
quired for the Governors budget under ORS 291.201 to 291.226, or required
26
27
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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
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(A) The request for information is made in writing, specifies the purposes
(B) The officer, employee or person receiving the information does not
remove from the premises of the Department of Revenue any materials that
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10
11
(d) For tax administration and compliance purposes, the proper officer or
12
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15
(A) A state;
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tax administration and compliance purposes only. The Multistate Tax Com-
22
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25
of this subsection.
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LC 838 7/29/16
1
closure or access necessary for such employees to perform their duties under
(h) Other persons, partnerships, corporations and other legal entities, and
10
11
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
15
(j) The Department of Consumer and Business Services, to the extent the
16
17
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
22
state law and not otherwise referred to in this section, including but not
23
24
25
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
pursuant
to
ORS
673.710;
and
the
Oregon
Board
of
30
31
to determine that a person complies with ORS chapter 656 and the Director
[44]
LC 838 7/29/16
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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
13
14
15
tax report filed under ORS 316.168 is necessary to performance of their duties
16
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
20
fication, if available.
21
22
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
28
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
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
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
15
16
17
18
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
24
25
26
from self-employment. Any disclosure under this paragraph may be made only
27
28
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
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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).
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
14
subsection (2) of this section or any other provision of state law, prior to
15
16
17
314.991, relating to penalties for the violation of ORS 314.835, and shall as
18
19
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
24
made only after a written agreement has been entered into between the De-
25
26
27
viding that:
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29
30
tion that may not be disclosed, except to the extent necessary to investigate
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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
request received under the federal Freedom of Information Act, 5 U.S.C. 552,
(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
11
12
13
registered agent and registered office that may be, but need not be, the same
14
15
16
on the registered agent. The registered office may not be a commercial mail
17
18
19
(a) An individual who resides in this state and whose business office is
20
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22
23
24
ized to transact business in this state, the business office of which is iden-
25
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
31
(2) The Secretary of State, the Attorney General and the Director
[48]
LC 838 7/29/16
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of the Department of Revenue may adopt rules and take any other
action before the operative date specified in subsection (1) of this sec-
specified in subsection (1) of this section, all of the duties, powers and
and the director by sections 2, 3, 5 and 6 of this 2017 Act and the
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
12
SECTION 35. This 2017 Act takes effect on the 91st day after the
13
14
15
[49]
LC 841
2017 Regular Session
16500-005
9/15/16 (TSB/ps)
DRAFT
SUMMARY
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.
LC 841 9/15/16
1
vices.
entity that the laws of this state require to have a registered agent.
7
8
9
10
11
12
13
14
15
dividual who:
(a) Owns five percent or more of the total equitable interest in a
business entity;
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LC 841 9/15/16
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agent in this state unless the person has a current unexpired license
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
12
tors and managers and specifies the legal form of organization and the
13
14
ness entity.
15
16
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
21
22
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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
28
state, has filed all required annual reports and has any other current
29
30
31
(g) States that the person has not, or the persons principal owners,
[3]
LC 841 9/15/16
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(h) States that the person has not, or the persons principal owners,
10
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
16
17
principal owners, members, directors and managers and for each em-
18
19
20
21
22
background check.
23
24
25
person.
26
(m) Includes the signature of at least one individual that the person
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LC 841 9/15/16
1
distinguishable from the name of a licensee and shall use the assumed
10
11
12
13
14
15
section (2) of this section unless the Secretary of State finds that:
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17
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19
20
21
22
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24
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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
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30
31
LC 841 9/15/16
1
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
15
16
17
18
zation, as provided in section 3 (2)(k) of this 2017 Act, for each new
19
20
(2) The Secretary of State by rule may specify a form, format and
21
22
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
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
31
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
that states that the licensee has complied with the notification re-
quirements set forth in this subsection and that lists the name of each
(4) The Secretary of State may impose a civil penalty of not more
10
11
12
13
14
15
16
17
rule may specify a form, format and contents for the termination no-
18
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
26
27
28
tice.
29
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
tered agent in this state. In the notice, the licensee shall also specify
of State that states that the licensee has complied with the notifica-
tion requirements set forth in this subsection and that lists the name
(4) A licensee ceases to serve as the registered agent for all persons
10
11
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
15
16
17
18
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
24
address the licensee has for the person in the licensees records;
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LC 841 9/15/16
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10
11
12
13
14
15
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
19
tion about the person or the persons principal owners, members, di-
20
21
22
in ORS 183.745 of not more than $500 for each violation of subsection
23
24
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26
27
28
of this state that relates to the duties of a registered agent. The Sec-
29
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31
other provision of the laws of this state that relates to the duties of
[9]
LC 841 9/15/16
1
the time stated in the interrogatory or order or, if a time is not stated
10
interrogatory or order.
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12
13
14
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16
17
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19
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21
Secretary of State finds after a hearing that good cause exists for the
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27
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29
that a condition described in section 3 (4) of this 2017 Act has occurred.
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31
LC 841 9/15/16
1
recting any of the actions of, or performing any duties with, the
court finds that a condition described in section 3 (4) of this 2017 Act
has occurred.
10
tary of State shall notify each person for which the licensee served as
11
12
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
16
States notice.
17
18
19
20
under sections 2 to 9 of this 2017 Act, the Secretary of State may re-
21
22
a registered agent until the licensee complies with the provision or the
23
order.
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25
26
27
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-
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31
LC 841 9/15/16
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SECTION 11. This 2017 Act takes effect on the 91st day after the
[12]
LC 839
2017 Regular Session
16500-003
7/13/16 (TSB/ps)
DRAFT
SUMMARY
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4
5
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8
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10
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filing, in a form and format and with the contents the Secretary of
16
17
18
has previously filed or will file a tax return with the Department of
19
Revenue; or
20
(B) Lists:
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22
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24
25
26
citizen of the United States, the beneficial owners name, street ad-
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28
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LC 839 7/13/16
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owners has changed since the incorporator or the corporation last filed
(3) This section does not require the Secretary of State to verify the
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8
10
11
12
13
of this state, another state or the United States in the course of en-
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15
16
17
18
19
20
21
22
or
(B) Has a substantial interest in or receives substantial economic
benefit from the assets of a limited liability company.
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24
25
26
27
28
ability company, for whom control over the limited liability company
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LC 839 7/13/16
1
owner; or
(E) A creditor of a limited liability company, unless the creditor
6
7
10
ability company, at the time the limited liability company delivers the
11
12
ument to the Secretary of State for filing, in a form and format and
13
14
minimum:
15
16
ity company has previously filed or will file a tax return with the De-
17
partment of Revenue; or
18
(B) Lists:
19
(i) For each of the limited liability companys beneficial owners who
20
21
22
number and the state that issued the driver license or identification;
23
or
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25
who is not a citizen of the United States, the beneficial owners name,
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list and the information about any of the limited liability companys
[4]
LC 839 7/13/16
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beneficial owners has changed since the organizer or the limited li-
(3) This section does not require the Secretary of State to verify the
6
7
(4) The Secretary of State may disclose information from the document described in subsection (2) of this section only in response to:
10
11
12
of this state, another state or the United States in the course of en-
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14
15
16
(2) The Secretary of State may adopt rules and take any other
17
action before the operative date specified in subsection (1) of this sec-
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19
and after the operative date specified in subsection (1) of this section,
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21
22
SECTION 6. This 2017 Act takes effect on the 91st day after the date
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24
25
[5]