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2005 Oregon Code - Chapter 56 :: Chapter 56 - Duties of Secretary of State

Chapter 56 — Duties of Secretary of State

 

TITLE 7

 

CORPORATIONS AND PARTNERSHIPS

 

Chapter     56.       Duties of Secretary of State

                  58.       Professional Corporations

                  59.       Securities Regulation; Mortgage Bankers and Brokers

                  60.       Private Corporations

                  62.       Cooperatives

                  63.       Limited Liability Companies

                  65.       Nonprofit Corporations

                  67.       Partnerships; Limited Liability Partnerships

                  70.       Limited Partnerships

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Chapter 56 — Duties of Secretary of State

 

2005 EDITION

 

 

DUTIES OF SECRETARY OF STATE

 

CORPORATIONS AND PARTNERSHIPS

 

56.006       “Office” defined

 

56.014       Secretary of State as filing officer; duties

 

56.016       Filing facsimile transmissions and other reproductions of documents; fees

 

56.018       Power of Secretary of State in performing business registry functions

 

56.022       Authority of Secretary of State to carry out business registry functions; rules

 

56.023       Approval of name of entity by Director of Department of Consumer and Business Services required in certain business registry filings; exception

 

56.025       Designation of persons to sign papers

 

56.035       Documents filed with Secretary of State; verification

 

56.041       Operating Account

 

56.050       Copies of records as evidence

 

56.060       Records of Secretary of State

 

56.080       Withdrawal of certificates issued and filings accepted; withdrawal from filing

 

56.100       Electronic materials not subject to public records law

 

56.105       Waiver or delay of action by Secretary of State; condition; rules

 

56.110       Evidentiary effect of certificates and other documents issued by Secretary of State

 

56.140       Fees; waiver; rules

 

56.160       Petty cash fund

 

56.180       Business Registration Information Center; functions

 

      56.005 [1963 c.580 §10; repealed by 1987 c.414 §172]

 

      56.006 “Office” defined. “Office,” when used in this chapter to refer to the administrative unit directed by the Secretary of State, means the Office of Secretary of State. [1987 c.414 §53]

 

      56.010 [Repealed by 1963 c.580 §103]

 

      56.012 [1963 c.580 §§11,12; repealed by 1987 c.414 §172]

 

      56.014 Secretary of State as filing officer; duties. (1) The Secretary of State is the filing officer under ORS chapters 58, 60, 62, 63, 65, 67, 70, 554, 647, 648 and 649 and ORS 128.560 to 128.600 and 661.210 to 661.280.

      (2) The duties, powers and authority of the Secretary of State under this chapter apply to the Secretary of State’s functions under ORS chapters 58, 60, 62, 63, 65, 67, 70, 554, 647, 648 and 649 and ORS 128.560 to 128.600 and 661.210 to 661.280. [1987 c.414 S.55; 1993 c.66 §1; 1995 c.215 §1; 1995 c.689 §34; 1997 c.775 §86; 1999 c.652 §1]

 

      56.015 [1955 c.349 §1; 1957 c.80 §1; repealed by 1963 c.580 §103]

 

      56.016 Filing facsimile transmissions and other reproductions of documents; fees. (1) Notwithstanding any provisions of ORS chapters 58, 60, 62, 63, 65, 67, 70, 554, 647, 648 and 649 or ORS 128.560 to 128.600 or 661.210 to 661.280 relating to the Secretary of State as the filing officer:

      (a) A document may be delivered to the office of the Secretary of State for filing by electronic facsimile transmission if the original document is otherwise acceptable for filing.

      (b) Any other reproduction of a document may be delivered to the office of the Secretary of State for filing if the original document is otherwise acceptable for filing.

      (c) A document delivered under paragraph (a) or (b) of this subsection need not be accompanied by a true copy of the document. After filing a document delivered under paragraph (a) or (b) of this subsection, the Secretary of State shall return an acknowledgment of filing to the domestic or foreign business entity or its representative.

      (2) Subsection (1) of this section applies only to documents delivered to the office of the Secretary of State for filing under ORS chapters 58, 60, 62, 63, 65, 67, 70, 554, 647, 648 and 649 and ORS 128.560 to 128.600 and 661.210 to 661.280.

      (3) The Secretary of State by rule may establish fees for receiving and sending acknowledgment of filing of documents delivered for filing under this section. [1993 c.66 §§4,14; 1995 c.215 §2; 1995 c.689 §35; 1997 c.775 §87; 1999 c.486 §1; 1999 c.652 §2]

 

      56.018 Power of Secretary of State in performing business registry functions. For purposes of performing business registry functions, the Secretary of State shall have the power:

      (1) To organize and reorganize, as necessary, the Office of Secretary of State as the Secretary of State deems necessary to conduct and administer the business registry functions.

      (2) To appoint all subordinate officers and employees of the Secretary of State’s office and prescribe their duties and fix their compensation, subject to the applicable provisions of the State Personnel Relations Law. Subject to any other applicable law regulating travel expenses, the officers and employees of the office engaging in business registry functions shall be allowed such reasonable and necessary travel and other expenses as may be incurred in the performance of their duties. [1963 c.580 §13; 1987 c.414 §56; 1993 c.66 §2]

 

      56.020 [Amended by 1961 c.280 §4; repealed by 1963 c.580 §103]

 

      56.022 Authority of Secretary of State to carry out business registry functions; rules. The Secretary of State shall have the power and authority reasonably necessary to enable the Secretary of State to carry out business registry functions and other duties imposed on the Secretary of State under ORS chapters 58, 60, 62, 63, 65, 67, 70, 554, 647, 648 and 649 and ORS 128.560 to 128.600 and 661.210 to 661.280, including the authority to promulgate rules governing the procedure and form for submitting documents to be filed by the Secretary of State and the procedure and form for filing and retaining the documents and any other records required to be kept. [1985 c.728 §5; 1987 c.414 §57; 1995 c.215 §3; 1995 c.689 §36; 1997 c.775 §88; 1999 c.652 §3]

 

      56.023 Approval of name of entity by Director of Department of Consumer and Business Services required in certain business registry filings; exception. (1) If a person seeks to make a business registry filing of a name with the Secretary of State under ORS chapter 58, 60, 62, 63, 65, 67, 70, 554 or 648 or ORS 128.560 to 128.600 that contains the word or words “banc,” “bancorp,” “bank,” “banker,” “banking,” “savings,” “safe deposit,” “trust,” “trustee,” “building and loan” or their equivalents in a language other than English, or a similar word or words in English or an equivalent in a language other than English, implying a business primarily engaged in the lending of money, underwriting or sale of financial products, acting as a depository institution, acting as a financial planner, financial adviser or acting as a loan broker, the Secretary of State may not accept the name for filing without first receiving specific written approval from the Director of the Department of Consumer and Business Services under the provisions of ORS 705.635.

      (2) The provisions of subsection (1) of this section do not apply if the Secretary of State is satisfied that the name at issue is in a context clearly not purporting to refer to a banking or other financial activity or not likely to mislead the public about the nature of the business or lead to a pattern and practice of abuse that might cause harm to the interests of the public or the State of Oregon as determined by the Secretary of State. [2001 c.315 §42]

 

      56.025 Designation of persons to sign papers. The Secretary of State may designate one or more of the clerks, deputies or assistants of the Secretary of State, in the name of the Secretary of State, to sign or countersign papers, documents, orders and certificates requiring the signature of the Secretary of State. Any paper, document, order or certificate signed in the name of the Secretary of State by the designated clerk, deputy or assistant shall have the same force and effect as if signed by the Secretary of State. [1959 c.173 §1]

 

      56.030 [Amended by 1961 c.280 §5; repealed by 1963 c.580 §103]

 

      56.035 Documents filed with Secretary of State; verification. Where a document is required by law to be verified before it may be filed with the Secretary of State, the document shall include or be accompanied by a written declaration, prepared under penalties of perjury by the person executing the document, to the effect that the person has examined the document and to the best of the knowledge and belief of the person it is true, correct and complete. An acknowledgment before a notary public or other officer is not required. [1971 c.200 §2]

 

      56.040 [Repealed by 1961 c.280 §2]

 

      56.041 Operating Account. (1) The Operating Account is established in the General Fund of the State Treasury.

      (2) The net amount accruing to the Secretary of State from all fees, charges, interest, fines, penalties and miscellaneous revenues from all sources relating to business registry functions, and moneys received by the Secretary of State under ORS chapters 79 and 194 and ORS 80.100 to 80.130, 87.246, 87.767 and 87.806 to 87.831 shall, after deduction of refunds, be paid over to the State Treasurer and deposited at least monthly in the Operating Account.

      (3) Moneys deposited to the credit of the Operating Account are continuously appropriated for the expenses of carrying out the functions and duties of the Secretary of State relating to business registry, and the functions and duties of the Secretary of State under ORS chapters 79 and 194 and ORS 80.100 to 80.130, 87.246, 87.767 and 87.806 to 87.831.

      (4) At the end of each month:

      (a) The Secretary of State shall determine for that month the number of business registry filings for which the Secretary of State collected the fee described in ORS 56.140; and

      (b) An amount equal to $30 for each business registry filing described in paragraph (a) of this subsection shall be transferred to the General Fund and shall become available for general governmental expenses.

      (5) As of July 1 of each year, any unexpended and unobligated balance in the Operating Account that is in excess of the amount that is necessary to administer the functions and duties of the Secretary of State as described in subsection (3) of this section for two months, as certified by the Secretary of State, shall be transferred to the General Fund and shall become available for general governmental expenses. [1961 c.280 §10; 1963 c.551 §16; 1981 c.633 §1; 1987 c.58 §12; 1987 c.414 §140; 1991 c.132 §1; 1991 c.425 §9; 1993 c.66 §7; 1999 c.652 §4; 2001 c.445 §160; 2003 c.785 §7]

 

      Note: For transition provisions regarding secured transactions, see notes under 79.0628.

 

      56.045 [1985 c.383 §8; repealed by 1987 c.58 §15 and 1987 c.414 §172]

 

      56.050 Copies of records as evidence. Copies of all records and papers of the Office of the Secretary of State, certified by the Secretary of State, shall be received in evidence in all cases equally and with like effect as the original. [Amended by 1953 c.549 §138; 1957 c.227 §1; 1963 c.580 §14; 1985 c.351 §1; 1985 c.728 §1; 1993 c.66 §5; 1999 c.652 §5]

 

      56.060 Records of Secretary of State. The Secretary of State shall keep, as records of office, books showing all acts, matters and things done by the Secretary of State in performing the business registry functions and duties of the Office of Secretary of State. [Amended by 1983 c.740 §6; 1985 c.728 §§2,2a; 1987 c.158 §9; 1987 c.414 §58]

 

      56.070 [1955 c.185 §1; 1971 c.184 §1; repealed by 1999 c.652 §22]

 

      56.080 Withdrawal of certificates issued and filings accepted; withdrawal from filing. (1) Except as provided in subsections (2), (3) and (4) of this section, the Secretary of State, within one year after a filing and not less than 20 days after written notice to the company or individual who submitted the document to the office, may withdraw any certificate issued or document filed by the Secretary of State, except filings pursuant to ORS chapter 647, on any ground existing at the time of the filing for which the Secretary of State could have originally refused to issue the certificate or file the document. The written notice shall state the reason for the proposed withdrawal.

      (2) The Secretary of State, within one year after a filing, may withdraw from filing any document filed by the Secretary of State when the person who submitted the document advises the office that the document was submitted prematurely or by inadvertence or mistake. The person requesting the withdrawal shall accompany the request with a written statement reflecting the basis of the person’s authority to initiate the withdrawal.

      (3) The Secretary of State may withdraw without notice or hearing a certificate that the Secretary of State has issued or a document the Secretary of State has filed when the fee was paid with a check that was returned to the office for lack of sufficient funds. Such withdrawal shall be retroactive to the date of filing.

      (4) The Secretary of State shall withdraw a certificate the Secretary of State has issued or a document the Secretary of State has filed if the Secretary of State receives a final written order from the Director of the Department of Consumer and Business Services that establishes that the person named in the certificate or document has violated ORS 705.638, 707.005, 707.010 or 722.012.

      (5) Any decision under this section may be reviewed in accordance with the provisions of ORS chapter 183.

      (6) A withdrawal from filing of a document under this section is retroactive to the date of the filing but shall not relieve a person of any liability the person may have incurred while the document was filed with the office. The Secretary of State is not required to refund any fees paid in conjunction with the document withdrawn.

      (7) At any time prior to a delayed effective date specified in a document, upon written request of the person or persons who originally filed the document with the Secretary of State, the document shall be withdrawn. Upon such withdrawal of a document, the document shall have no further effect and shall be treated as if it had not been filed. The person requesting the withdrawal shall accompany the request with a written statement reflecting the basis of the person’s authority to initiate the withdrawal. [1967 c.576 §2; 1981 c.633 §2; 1983 c.717 §4; 1985 c.728 §§3,3a; 1987 c.414 §59; 1989 c.1040 §1; 1999 c.652 §6; 2001 c.315 §§39,40]

 

      56.090 [1983 c.717 §2; 1987 c.414 §60; repealed by 1993 c.66 §15]

 

      56.100 Electronic materials not subject to public records law. Except as the Secretary of State provides by rule, the following are not public records for the purposes of ORS 192.410 to 192.505:

      (1) Electronic data processing programs of the office; and

      (2) Electronic media used to record, process or store documents filed with the office under the business registry functions of the office. [1983 c.717 §2a; 1987 c.414 §61]

 

      56.105 Waiver or delay of action by Secretary of State; condition; rules. (1) Notwithstanding any statutory requirement that the failure to make a complete annual report to the Secretary of State shall be cause for the involuntary dissolution, revocation of certificate of authority or notation of inactive status of the entity, the Secretary of State may waive or delay such action if the noncompliance is due solely to the entity’s failure to provide a federal taxation identification number.

      (2) The Secretary of State shall by rule prescribe the conditions under which dissolution, revocation or notation of inactive status will be waived or delayed pursuant to subsection (1) of this section. [1987 c.843 §13]

 

      56.110 Evidentiary effect of certificates and other documents issued by Secretary of State. This section applies to certificates of the Secretary of State and documents filed by the Secretary of State under the business registry functions of the Secretary of State. All certificates issued by the Secretary of State and all copies of documents filed in the office of the Secretary of State, when certified by the Secretary of State, shall be taken and received in all courts, public offices and official bodies of this state as prima facie evidence of the facts stated in the certificates or documents. A certificate by the Secretary of State as to the compliance or noncompliance of the document with the filing requirements or other provisions of law administered by the office of the Secretary of State, or as to the existence or nonexistence of the facts relating to the matters contained in the documents which would appear from the presence or absence of documents filed in the office of the Secretary of State, shall be taken and received in all courts, public offices and official bodies of this state as prima facie evidence of the existence or nonexistence of the facts stated in the certificates or documents. [1983 c.717 §3; 1987 c.94 §122; 1987 c.414 §62]

 

      56.120 [1983 c.87 §4; repealed by 1987 c.58 §15]

 

      56.140 Fees; waiver; rules. (1) The Secretary of State shall collect a nonrefundable fee of $50 for each document delivered for filing to the Secretary of State as part of the secretary’s business registry functions described in ORS 56.022.

      (2) The Secretary of State by rule may establish fees, in addition to those provided for in subsection (1) of this section, for:

      (a) Copying any public record maintained by the secretary and relating to the secretary’s business registry functions, and for certifying the copy; and

      (b) Certifying to other facts of record, including certificates of existence, relating to the secretary’s business registry functions.

      (3) The Secretary of State shall collect a nonrefundable fee of $20 each time process is served on the Secretary of State and the process relates to the secretary’s business registry functions.

      (4) The Secretary of State may waive collection of any fee, charge or interest, or portion of a fee, charge or interest, that is collectible by the Secretary of State as part of the secretary’s business registry functions.

      (5) The Secretary of State by rule shall establish and collect reasonable fees for the following services relating to the secretary’s business registry functions:

      (a) Computer generated lists on electronic data processing media.

      (b) Terminal access to the files of the office.

      (c) Microfilm records of the files of the office.

      (d) Microfilm processing and development services.

      (e) Copies of the programs and files on paper or electronic data processing media. [1987 c.58 §7; 1987 c.414 §135; 1999 c.652 §7; 2003 c.785 §6]

 

      56.150 [1987 c.58 §8; 1987 c.414 §136; repealed by 1991 c.132 §37]

 

      56.160 Petty cash fund. The Secretary of State is authorized to establish a petty cash fund, not to exceed $300, for the purpose of performing business registry functions. [1987 c.414 §65a]

 

      56.170 [Formerly 57.772; 1993 c.66 §6; repealed by 1999 c.652 §22]

 

      56.180 Business Registration Information Center; functions. (1) A Business Registration Information Center is established within the Office of the Secretary of State.

      (2) The primary functions of the center are:

      (a) To develop a system within the center by which accurate and easily understandable information with respect to the business registration requirements of participating state agencies may be made available to persons undertaking a new business or operating an existing business; and

      (b) To advertise and make the information available to all persons who request the information. [1993 c.805 §5; 2003 c.7 §1]

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