2007 Oregon Code - Chapter 56 :: TITLE 7
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
2007 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
56.037 Authority
of Secretary of State to refuse to file documents
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
56.110 Evidentiary
effect of certificates and other documents issued by Secretary of State
56.140 Fees;
waiver; rules
56.160 Petty
cash fund
56.180
56.005 [1963 c.580 §10; repealed by 1987 c.414 §172]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56.010 [Repealed by 1963 c.580 §103]
56.012 [1963 c.580 §§11,12; repealed by 1987 c.414 §172]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 States
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 States 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]
56.037
Authority of Secretary of State to refuse to file documents. (1) The Secretary of State may refuse to
file a document delivered for filing under ORS chapters 58, 60, 62, 63, 65, 67,
70, 79, 87, 194, 305, 465, 466, 475, 554, 596, 634, 647, 648, 657 or 713 or
under ORS 30.630, 80.115, 80.118 or 128.595 if the document contains a Social
Security number, a state identification number, a driver license number, a
credit or debit card number or an account number that is not redacted.
(2) For purposes of this section, redacted
means altered or truncated so that not more than the last four digits of a
number are accessible. [2007 c.186 §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]
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 persons 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 persons 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 [1987 c.843 §13; repealed by 2007 c.186 §21]
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 secretarys
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 secretarys business registry functions,
and for certifying the copy; and
(b) Certifying to other facts of record,
including certificates of existence, relating to the secretarys 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 secretarys 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
secretarys business registry functions.
(5) The Secretary of State by rule shall
establish and collect reasonable fees for the following services relating to
the secretarys 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
(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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