2007 Oregon Code - Chapter 58 :: Chapter 58 - Professional Corporations
Chapter 58 Professional
Corporations
2007 EDITION
PROFESSIONAL CORPORATIONS
CORPORATIONS AND PARTNERSHIPS
GENERAL PROVISIONS
58.005 Short
title
58.015 Definitions
58.035 Application
to persons licensed to render professional services
58.037 Application
to joint and several liability of shareholders of corporation organized under
ORS chapter 60 for purpose of rendering professional services; exemption;
application to architects
58.045 Application
of general corporation law and merger and conversion provisions
58.048 When
appearance by attorney not required
FORMATION AND OPERATION
(Generally)
58.076 Purposes
for which professional corporation may be organized
58.085 Who
may incorporate; contents of articles of incorporation
58.087 When
restatement of articles of incorporation required
58.101 Term
of office for directors; classes
58.115 Corporate
name
(Foreign Professional Corporations)
58.129 Requirements
to transact business in this state
58.134 Application
for authority to transact business
58.136 Amended
application for authority to transact business
58.141 Rights
and duties of foreign professional corporation and shareholders; authority to
transact business
POWERS AND DUTIES
58.156 Method
by which professional corporation to render services; exceptions
58.165 Fees
collected by corporation; compensation to person rendering services
58.185 Liabilities
of employees, shareholders and the corporation
58.187 Revision
of limitations on liability in ORS 58.185 to reflect inflation or deflation;
rules
58.196 Limits
on merger
58.205 Corporation
prohibited from doing acts prohibited to professional licensee
58.225 Annual
reports
58.300 Redemption
of shares
RELATIONSHIP OF CORPORATION TO PROFESSIONAL
LICENSING AGENCIES
(Generally)
58.325 Application
to professional licensing agencies
58.335 Filing
of documents with professional licensing agency
58.345 Registration
and renewal with professional licensing agency; fees
58.355 Suspension,
revocation or refusal of certificate of registration
58.365 Oregon
State Bar as regulating board for attorneys; appeals from Oregon State Bar to
Supreme Court; rules applicable to corporations rendering legal services
58.367 Authority
of regulatory board to establish rules affecting professional corporation
58.369 Application
of chapter to practice of dentistry
(Practice of Medicine)
58.375 Requirements
for professional corporations organized to practice medicine; application to
nonprofit corporations
58.377 Transferee
of shares; limit on time as director, officer or shareholder
58.379 Powers
of professional corporation organized to practice medicine
58.381 Proxies
58.383 Issuance,
sale, transfer and redemption of shares
58.385 Disqualification
of physician; disposition of shares
58.387 Disposition
of shares of deceased shareholder
58.389 Price
for purchase or redemption of shares of disqualified or deceased shareholder
FILING DOCUMENTS
58.400 Filing
requirements
58.410 Filing,
service, copying and certification fees
58.420 Effective
time and date of document
58.430 Correcting
filed document
58.440 Forms;
rules
58.450 Filing
duty of Secretary of State
58.460 Appeal
from Secretary of States refusal to file document
58.470 Evidentiary
effect of copy of filed document
58.480 Certificate
of existence or authorization
SECRETARY OF STATE
58.490 Powers
GENERAL PROVISIONS
58.005
Short title. This chapter
shall be known and may be cited as the Oregon Professional Corporation Act. [1969
c.592 §1]
58.010 [Repealed by 1961 c.726 §427]
58.015
Definitions. As used in this
chapter, unless the context requires otherwise:
(1) Foreign professional corporation
means a professional corporation organized under laws other than the laws of
this state.
(2) License includes a license,
certificate of registration, permit or other legal authorization required by
law as a condition precedent to the rendering of professional service or
services within this state.
(3) Oregon Business Corporation Act has
the same meaning given that term in ORS 60.951.
(4) Practicing medicine has the meaning
given that term in ORS 677.085.
(5) Professional means:
(a) Accountants licensed under ORS 673.010
to 673.457 or the laws of another state;
(b) Architects licensed under ORS 671.010
to 671.220 or the laws of another state;
(c) Attorneys licensed under ORS 9.005 to
9.755 or the laws of another state;
(d) Chiropractors licensed under ORS
chapter 684 or the laws of another state;
(e) Dentists licensed under ORS chapter
679 or the laws of another state;
(f) Landscape architects licensed under
ORS 671.310 to 671.459 or the laws of another state;
(g) Naturopaths licensed under ORS chapter
685 or the laws of another state;
(h) Nurse practitioners licensed under ORS
678.010 to 678.410 or the laws of another state;
(i) Psychologists licensed under ORS
675.010 to 675.150 or the laws of another state;
(j) Physicians licensed under ORS chapter
677 or the laws of another state;
(k) Podiatrists licensed under ORS chapter
677 or the laws of another state;
(L) Radiologic technologists licensed
under ORS 688.405 to 688.605 or the laws of another state;
(m) Real estate appraisers licensed or
certified under ORS chapter 674 or the laws of another state; and
(n) Other persons providing to the public
types of personal service or services substantially similar to those listed in
paragraphs (a) to (m) of this subsection that may be lawfully rendered only
pursuant to a license.
(6) Professional corporation or domestic
professional corporation means a corporation organized under this chapter for
the specific purpose of rendering professional service or services and for such
other purposes provided under this chapter.
(7) Professional service means personal
service or services rendered in this state to the public which may be lawfully
rendered only pursuant to a license by a professional.
(8) Regulatory board means the
governmental agency of the State of
58.020 [Repealed by 1961 c.726 §427]
58.025 [1969 c.592 §3; 1971 c.184 §4; repealed by
1985 c.728 §110]
58.030 [Repealed by 1961 c.726 §427]
58.035
Application to persons licensed to render professional services. Except as provided in ORS 58.037, this
chapter does not affect the right of persons licensed to render professional
service or services within this state from so doing in any other business form
permitted them by law, rules and regulations of the regulatory board of their
profession and standards of professional conduct of their profession. [1969
c.592 §4; 1993 c.235 §2]
58.037
Application to joint and several liability of shareholders of corporation
organized under ORS chapter 60 for purpose of rendering professional services;
exemption; application to architects. (1) Notwithstanding any provision of ORS chapter 60 or ORS 58.035,
this chapter shall apply to a corporation, and to the joint and several
liability of the shareholders of a corporation, organized by a professional
under ORS chapter 60 for the purpose of rendering professional service or
services unless, prior to December 1, 1992:
(a) The professionals regulating board
authorized incorporation under ORS chapter 60; and
(b) The corporation was incorporated under
ORS chapter 60.
(2) Notwithstanding subsection (1) of this
section, architects licensed under ORS 671.010 to 671.220 may organize as
corporations under ORS chapter 60 or this chapter and shall be subject solely
to the provisions of the chapter under which they are organized. [1993 c.235 §11;
1995 c.327 §3; 1997 c.774 §2]
58.040 [Repealed by 1961 c.726 §427]
58.045
Application of general corporation law and merger and conversion provisions. (1) The Oregon Business Corporation Act is
applicable to domestic and foreign professional corporations except when
inconsistent with this chapter. This chapter takes precedence in the event of
any conflict with provisions of the Oregon Business Corporation Act.
(2) Subject to the limitations of ORS
58.196, all provisions of the Oregon Business Corporation Act governing mergers
and conversions apply to domestic and foreign professional corporations. [1969
c.592 §5; 1987 c.94 §15; 1999 c.362 §1]
58.048
When appearance by attorney not required. The provisions of ORS 9.320 requiring that a corporation appear by
attorney in all cases shall not apply to a professional corporation
incorporated under this chapter or authorized to render professional service or
services in this state where the professional corporation is appearing before
state administrative agencies. [1993 c.235 §36]
58.050 [Repealed by 1961 c.726 §427]
58.060 [Repealed by 1961 c.726 §427]
58.070 [Repealed by 1961 c.726 §427]
58.075 [1969 c.592 §6; 1987 c.94 §123; repealed by
1993 c.235 §40]
FORMATION AND
OPERATION
(Generally)
58.076
Purposes for which professional corporation may be organized. (1) Except to the extent authorized by
subsection (2) of this section, a corporation may elect professional
corporation status under ORS 58.085 solely for the purpose of rendering
professional service or services, including services ancillary to them, and
solely within a single profession.
(2) A corporation may elect professional
corporation status under ORS 58.085 for the purpose of rendering professional
service or services within two or more professions, and for the purpose of
engaging in any lawful business authorized by ORS 60.074, to the extent the
combination of professional purposes or of professional and business purposes
is expressly authorized by the regulatory board in this state applicable to
each profession in the combination. [1993 c.235 §26]
58.080 [Repealed by 1961 c.726 §427]
58.085
Who may incorporate; contents of articles of incorporation. One or more natural persons may act as
incorporators of a professional corporation by delivering articles of
incorporation to the Office of Secretary of State for filing. The articles of
incorporation shall meet the requirements of the Oregon Business Corporation
Act and, in addition, shall set forth:
(1) The professional service or services
to be rendered through the corporation.
(2) Any other business purposes permitted
under ORS 58.076. [1969 c.592 §7; 1971 c.200 §4; 1985 c.764 §4; 1987 c.94 §123a;
1993 c.235 §3; 1997 c.774 §5]
58.087
When restatement of articles of incorporation required. A professional corporation shall restate its
articles of incorporation under ORS 60.451 and shall comply with ORS 58.085
anytime the professional service or services to be rendered by the professional
corporation are changed or as may be required by law. [1993 c.235 §27]
58.090 [Repealed by 1961 c.726 §427]
58.095 [1969 c.592 §8; repealed by 1993 c.235 §40]
58.100 [Repealed by 1961 c.726 §427]
58.101
Term of office for directors; classes. (1) Notwithstanding ORS 60.314, the articles of incorporation or
bylaws of a professional corporation may specify any length for the term of
office of director.
(2) If the articles of incorporation or
bylaws specify a length for the term of office of director other than that
provided in ORS 60.314, the bylaws may divide the directors into classes and may
assign to each class a different initial term of office so that the terms of
office of the classes expire at staggered intervals. Each class shall be as
nearly equal in number as possible. At the annual meeting at the time of which
the term of office of the directors in a class expires, the number of directors
equal to the number of the class whose term expires at the time of the meeting
shall be elected to hold office for the term specified in the articles of
incorporation or bylaws. [1983 c.172 §2; 1987 c.94 §16]
58.105 [1969 c.592 §9; 1983 c.717 §20; 1985 c.764 §5;
repealed by 1993 c.235 §40]
58.108 [1993 c.235 §29; repealed by 1997 c.774 §31]
58.110 [Repealed by 1961 c.726 §427]
58.112 [1993 c.235 §34; repealed by 1997 c.774 §31]
58.115
Corporate name. The
corporate name of a professional corporation shall comply with the rules and
regulations of the regulatory board or boards or standards of professional
conduct of the profession practiced through the corporation. The corporate name
need not comply with ORS 60.094 (1), but shall contain the words professional
corporation or the abbreviations P.C. or Prof. Corp. [1969 c.592 §13; 1985
c.728 §102; 1987 c.94 §17; 1993 c.235 §4; 1997 c.774 §6]
58.120 [Repealed by 1961 c.726 §427]
58.125 [1983 c.717 §§17,19; 1985 c.728 §43; 1993
c.235 §5; repealed by 1999 c.362 §67]
(Foreign
Professional Corporations)
58.129
Requirements to transact business in this state. (1) A foreign professional corporation may
render professional service or services in this state only after the foreign
professional corporation obtains:
(a) Approval from the regulatory board of
each professional service which will be rendered in this state before offering
or rendering the service in this state; and
(b) Authorization to transact business in
this state from the Secretary of State.
(2) A foreign professional corporation may
not obtain authority to transact business in this state, unless:
(a) The name of the corporation satisfies
the requirements of ORS 58.115; and
(b) It complies with ORS 58.076. [1987
c.94 §20; 1993 c.235 §6]
58.130 [Repealed by 1961 c.726 §427]
58.134
Application for authority to transact business. A foreign professional corporation may apply
for authority to transact business in this state by delivering an application
to the Office of Secretary of State for filing. The application must meet the
requirements of ORS 60.707, and, in addition, shall set forth:
(1) The professional service or services
to be rendered in this state through the foreign professional corporation; and
(2) Any other business purposes permitted
under ORS 58.076. [1987 c.94 §21; 1993 c.235 §7; 1999 c.486 §2]
58.136
Amended application for authority to transact business. A foreign professional corporation shall
file an amended application with the Office of Secretary of State anytime there
is a change in the professional service or services to be rendered by the
foreign professional corporation or in the business purpose as specified in the
application under ORS 58.134, or as otherwise required by law. [1993 c.235 §31]
58.139 [1987 c.94 §22; repealed by 1993 c.235 §40]
58.140 [Repealed by 1961 c.726 §427]
58.141
Rights and duties of foreign professional corporation and shareholders; authority
to transact business. (1) A
foreign professional corporation authorized to transact business in this state
has the same but no greater rights and the same but no greater privileges as a
domestic professional corporation and, except as otherwise provided in this
chapter, is subject to the same duties, restrictions, penalties and liabilities
imposed on a domestic professional corporation.
(2) A foreign professional corporation
shareholder who practices within this state has the same but no greater rights
and the same but no greater privileges as a domestic professional corporation
shareholder and, except as otherwise provided in this chapter, is subject to
the same duties, restrictions, penalties and liabilities imposed on a domestic
professional corporation shareholder.
(3) The filing by the Secretary of State
of an application or amendment to the application for authority to transact
business shall constitute authorization to transact business in this state,
subject to the approval by the applicable regulatory board or boards and subject
to the right of the Secretary of State to revoke the authorization. [1993 c.235
§30]
58.144 [1987 c.94 §23; repealed by 1993 c.235 §40]
58.150 [Repealed by 1961 c.726 §427]
58.155 [1969 c.592 §10; repealed by 1993 c.235 §40]
POWERS AND
DUTIES
58.156
Method by which professional corporation to render services; exceptions. (1) A domestic professional corporation or a
foreign professional corporation may render professional service or services in
this state only through a person or persons who are licensed or otherwise
authorized in this state to render such professional service or services.
(2) Subsection (1) of this section does
not:
(a) Require a person employed by a
professional corporation to be licensed to perform services for such corporation
if a license is not otherwise required;
(b) Prohibit a licensed person from
rendering professional service or services in the persons individual capacity
although the person is a shareholder, director, officer, employee or agent of a
domestic or foreign professional corporation; or
(c) Prohibit a person licensed in another
state from rendering professional service or services for a domestic or foreign
professional corporation in this state if not prohibited by the applicable
regulatory board. [1993 c.235 §25]
58.159 [1993 c.235 §28; repealed by 1997 c.774 §31]
58.160 [Repealed by 1961 c.726 §427]
58.165
Fees collected by corporation; compensation to person rendering services. A professional corporation may charge and
collect fees for professional service or services rendered through the
corporation and may compensate those who rendered the service or services. [1969
c.592 §12; 1993 c.235 §8]
58.170 [Repealed by 1961 c.726 §427]
58.175 [1969 c.592 §14; repealed by 1993 c.235 §40]
58.176 [1993 c.235 §32; repealed by 1997 c.774 §31]
58.180 [Repealed by 1961 c.726 §427]
58.185
Liabilities of employees, shareholders and the corporation. (1) As used in this section:
(a) Licensed
(b) Specified professional services
means, for each professional corporation, the professional service or services
to be rendered through the professional corporation as specified in its
articles of incorporation.
(2) This chapter does not affect the law
applicable to the professional relationship between a person rendering
professional service or services and a person receiving the service or
services, and it does not affect the standards of professional conduct of a
profession.
(3) In the rendering of specified
professional services on behalf of a domestic professional corporation to a
person receiving the service or services, a shareholder of the corporation is
personally liable as if the shareholder were rendering the service or services
as an individual, only for negligent or wrongful acts or omissions or
misconduct committed by the shareholder, or by a person under the direct
supervision and control of the shareholder.
(4) A licensed Oregon shareholder of a
domestic professional corporation shall be jointly and severally liable with
all other licensed Oregon shareholders of the corporation only for the
negligent or wrongful acts or omissions or misconduct committed in the
rendering of specified professional services on behalf of the corporation to
persons who were intended to benefit from the service or services.
(5) Joint and several liability under subsection
(4) of this section shall be only for professional services rendered on behalf
of the corporation that affect a claim, transaction or proceeding in this
state. A licensed Oregon shareholder shall not be jointly and severally liable
for the negligent or wrongful acts or omissions or misconduct committed in this
state by an employee or shareholder who is not licensed to render the specified
professional services in this state where the acts or omissions or misconduct
are committed only incidentally in this state and affect only a claim,
transaction or proceeding in another state. Joint and several liability under
subsection (4) of this section for all claims made against a licensed
(a) When a legal or equitable proceeding,
including arbitration, mediation or a similar proceeding is filed or initiated;
or
(b) When the professional corporation or
any shareholder receives notice of a claim.
(6) In the rendering of specified
professional services on behalf of a foreign professional corporation to a
person receiving the service or services, a shareholder of the corporation is
personally liable as if the shareholder were rendering the service or services
as an individual, only for negligent or wrongful acts or omissions or
misconduct committed by the shareholder, or by a person under the direct
supervision and control of the shareholder.
(7) A licensed Oregon shareholder of a
foreign professional corporation shall be jointly and severally liable with all
other licensed Oregon shareholders of the corporation only for the negligent or
wrongful acts or omissions or misconduct that affect a claim, transaction or
proceeding in this state committed in the rendering of the specified
professional services on behalf of the corporation to persons who were intended
to benefit from the service or services.
(8) Joint and several liability under
subsection (7) of this section shall be only for professional services rendered
on behalf of the corporation that affect a claim, transaction or proceeding in
this state. A licensed Oregon shareholder shall not be jointly and severally
liable for the negligent or wrongful acts or omissions or misconduct committed
in this state by an employee or shareholder who is not licensed to render the
specified professional services in this state where the acts or omissions or
misconduct are committed only incidentally in this state and affect only a
claim, transaction or proceeding in another state. Joint and several liability
under subsection (7) of this section for all claims made against a licensed
(a) When a legal or equitable proceeding,
including arbitration, mediation or a similar proceeding is filed or initiated;
or
(b) When the professional corporation or
any shareholder receives notice of a claim.
(9) The proceeds from any insurance policy
maintained by a domestic or foreign professional corporation for the purpose of
protecting the professional corporation, its shareholders or employees from
liability arising from the negligent or wrongful acts or omissions or
misconduct of shareholders or employees in connection with the rendering of the
specified professional services shall first be applied to the joint and several
liability of licensed Oregon shareholders who do not have liability under
subsection (3) or (6) of this section. If the proceeds are not sufficient to
satisfy the joint and several liability of the licensed
(10) Notwithstanding subsections (3) to
(9) of this section, the corporation shall be liable for its acts in the same
manner and to the same extent as any corporation organized under the Oregon
Business Corporation Act. However, the shareholders, directors, officers,
employees and agents of the corporation are not personally liable for the debts
or other contractual obligations of the corporation, except as provided in ORS
60.151 (1).
(11) A shareholder of a professional
corporation shall not be jointly and severally liable solely by reason of being
a shareholder of such professional corporation except as expressly provided in
this section. [1969 c.592 §15; 1987 c.94 §18; 1993 c.235 §9; 1995 c.684 §1;
1997 c.774 §7]
58.187
Revision of limitations on liability in ORS 58.185 to reflect inflation or
deflation; rules. (1) For
the purpose of revising the amounts of the limitation on joint and several
liability described in ORS 58.185 (5) and (8) to reflect the effects of
inflation or deflation, the Secretary of State shall multiply the amounts under
ORS 58.185 (5) and (8) by the inflation factor described in this section every
six years. The six-year cycle shall begin January 1, 1994. The Secretary of
State shall round the amount to the nearest $50,000 and publish the revised
amount as a rule not later than February 1 following the end of the six-year
cycle. The revised limitation shall take effect February 1 and apply for the
next six years.
(2) For purposes of this section:
(a) The inflation factor shall be a number
determined by dividing the June 30 Consumer Price Index immediately preceding
the calendar year in which the adjustment shall take effect by the December 31
Consumer Price Index for 1993.
(b) The Consumer Price Index is the
Portland Consumer Price Index for All Urban Consumers for All Items, using the
1982-1984 base of 100, as published by the Bureau of Labor Statistics of the
United States Department of Labor. If the index is discontinued or no longer
published at least semiannually, the Secretary of State shall select an
alternative index that, in the discretion of the Secretary of State, reasonably
approximates changes in consumer spending power in the
58.190 [Repealed by 1961 c.726 §427]
58.195 [1969 c.592 §22; 1987 c.94 §19; repealed by
1993 c.235 §40]
58.196
Limits on merger. (1) A
domestic professional corporation may merge with one or more domestic
professional corporations if the professional corporations are organized to
render the same professional service or services.
(2) Foreign professional corporations and
domestic professional corporations that are organized to render the same
professional service or services may merge unless the mergers are prohibited by
the regulatory boards having jurisdiction of the professional corporations in
their respective states of incorporation.
(3) A domestic professional corporation
may merge with one or more domestic professional corporations which are
organized to render different professional service or services only if the
mergers are expressly authorized by the applicable regulatory boards.
(4) Foreign professional corporations and
domestic professional corporations which are organized to render different
professional service or services may merge only if the mergers are expressly
authorized by the regulatory boards having jurisdiction of the corporations in
their respective states of incorporation. [1993 c.235 §33]
58.200 [Repealed by 1961 c.726 §427]
58.205
Corporation prohibited from doing acts prohibited to professional licensee. No domestic or foreign professional
corporation may do any act which is prohibited to a person licensed to render
the professional service or services for which the corporation is organized. [1969
c.592 §16; 1987 c.94 §24; 1993 c.235 §13]
58.210 [Repealed by 1961 c.726 §427]
58.215 [1969 c.592 §28; repealed by 1997 c.774 §31]
58.220 [Repealed by 1961 c.726 §427]
58.225
Annual reports. The annual report
of a domestic or foreign professional corporation shall meet the requirements
of the Oregon Business Corporation Act. [1969 c.592 §23; 1985 c.764 §6; 1987
c.94 §25; 1993 c.235 §14; 1995 c.215 §4; 1997 c.774 §9]
58.230 [Repealed by 1961 c.726 §427]
58.235 [1969 c.592 §29; 1983 c.717 §21; repealed by
1987 c.94 §174]
58.240 [Repealed by 1961 c.726 §427]
58.250 [Repealed by 1961 c.726 §427]
58.255 [1969 c.592 §18; 1985 c.764 §7; 1993 c.235 §15;
repealed by 1997 c.774 §31]
58.265 [1969 c.592 §11; 1985 c.764 §8; 1993 c.235 §16;
repealed by 1997 c.774 §31]
58.275 [1969 c.592 §20; 1993 c.235 §17; repealed by
1997 c.774 §31]
58.285 [1969 c.592 §21; 1993 c.235 §18; repealed by
1997 c.774 §31]
58.295 [1969 c.592 §19; repealed by 1993 c.235 §40]
58.300
Redemption of shares. A
professional corporation may redeem shares of the corporation notwithstanding
the provisions of ORS 60.181. [1993 c.235 §35]
RELATIONSHIP
OF CORPORATION TO PROFESSIONAL LICENSING AGENCIES
(Generally)
58.325
Application to professional licensing agencies. This chapter does not restrict or limit in
any manner the duties and powers of any regulatory board relating to licensing
individuals rendering professional service or services or to regulating the
rendering of professional service or services. [1969 c.592 §17; 1993 c.235 §19]
58.335
Filing of documents with professional licensing agency. The regulatory board, by rule or regulation,
may require that a professional corporation file with the board any documents
the board requires to carry out its duties. [1969 c.592 §24; 1993 c.235 §20]
58.345
Registration and renewal with professional licensing agency; fees. The regulatory board by rule or regulation
may require that professional corporations register with it and may establish a
fee, with the approval of the Oregon Department of Administrative Services, for
the registration and renewal thereof. [1969 c.592 §25; 1983 c.128 §1; 1985
c.728 §44; 1993 c.235 §21]
58.355
Suspension, revocation or refusal of certificate of registration. (1) The regulatory board may suspend, revoke
or refuse to issue or renew any certificate of registration for any of the
following reasons:
(a) The revocation or suspension of the
license of any officer, director, shareholder or employee not promptly
suspended or discharged by the corporation;
(b) The death of the last remaining
shareholder; or
(c) Upon finding that the holder of or
applicant for a certificate has failed to comply with the provisions of this
chapter or the regulations prescribed by the regulatory board pursuant to this
chapter.
(2) Before any certificate of registration
is denied, suspended or revoked by the regulatory board, notice and hearing
shall be provided in accordance with ORS 183.413 to 183.470.
(3) Except as provided in ORS 58.365, any
corporation may appeal from the final order of the regulatory board as provided
in ORS 183.480. [1969 c.592 §26; 1973 c.612 §8; 1993 c.235 §22; 2007 c.288 §6]
58.365
Oregon State Bar as regulating board for attorneys; appeals from Oregon State
Bar to Supreme Court; rules applicable to corporations rendering legal
services. (1) For the
purpose of this chapter the regulatory board for attorneys shall be the Board
of Governors of the Oregon State Bar.
(2) Appeal under ORS 58.355 from determinations
of the Board of Governors of the Oregon State Bar shall be directly to the
Supreme Court of the State of Oregon, and the procedure for appeal to the
Supreme Court shall be the same as procedure for appeal to the Court of Appeals
under ORS 58.355 from decisions of regulatory boards other than the Board of
Governors of the Oregon State Bar.
(3) The Supreme Court of the State of
58.367
Authority of regulatory board to establish rules affecting professional
corporation. Except as
otherwise provided by law, the regulatory board applicable to each professional
service rendered by a professional corporation may establish rules and
regulations affecting the corporation and its officers, directors and
shareholders that are in addition to the provisions of this chapter. [1997
c.774 §4]
58.369
Application of chapter to practice of dentistry. Nothing in this chapter is intended to
supersede the provisions of ORS 679.020. [1997 c.774 §27]
(Practice of
Medicine)
58.375
Requirements for professional corporations organized to practice medicine;
application to nonprofit corporations. (1) In a professional corporation organized for the purpose of
practicing medicine:
(a) The holders of the majority of each
class of shares entitled to vote shall be physicians who are licensed in this
state to practice medicine.
(b) A majority of the directors shall be
physicians who are licensed in this state to practice medicine.
(c) All officers except the secretary and
treasurer, if any, must be physicians who are licensed in this state to practice
medicine. Any two or more offices may be held by the same person.
(d) Except as otherwise provided by law,
the Oregon Medical Board may expressly require that more than a majority of
each class of shares entitled to vote be held by physicians who are licensed in
this state to practice medicine.
(e) Except as otherwise provided by law,
the Oregon Medical Board may expressly require that more than a majority of the
directors be physicians who are licensed in this state to practice medicine.
(2) A professional corporation may be a
shareholder of a professional corporation organized for the purpose of
practicing medicine solely for the purpose of effecting a reorganization as
defined in the Internal Revenue Code.
(3) The provisions of subsections (1) and
(2) of this section do not apply to nonprofit corporations organized under
Oregon law to provide medical services to migrant, rural, homeless or other
medically underserved populations under 42 U.S.C. 254b or 254c or to health
centers qualified under 42 U.S.C. 1396d(l)(2)(B) that operate in compliance
with other applicable state and federal law. [1997 c.774 §17; 2007 c.557 §1]
58.377
Transferee of shares; limit on time as director, officer or shareholder. If all of the outstanding shares of a
professional corporation organized for the purpose of practicing medicine are
held by an administrator, executor, personal representative, guardian,
conservator or receiver of the estate of a former shareholder, or by a
transferee who receives such shares by operation of law or by a judgment, such
administrator, executor, personal representative, guardian, conservator,
receiver or transferee may be a director, officer or shareholder of the
professional corporation for a period of six months following receipt or transfer
of such shares. [1997 c.774 §18; 2003 c.576 §317]
58.379
Powers of professional corporation organized to practice medicine. A professional corporation organized for the
purpose of practicing medicine has the powers enumerated in ORS 60.077 and 60.081,
except as provided otherwise by the Oregon Medical Board. [1997 c.774 §19]
58.381
Proxies. (1) A proxy to vote
the shares of a professional corporation organized for the purpose of
practicing medicine may be given under the following conditions:
(a) If the shareholder granting the proxy
is a physician licensed in this state to practice medicine, the proxy may be
given only to a shareholder of the same corporation who is also a physician
licensed in this state to practice medicine, or to an attorney licensed to
practice law in this state or another person similarly licensed.
(b) If the shareholder granting the proxy
is not a physician licensed in this state to practice medicine, the proxy may
be given only to another shareholder of the same corporation, whether or not
the other shareholder is a physician licensed in this state to practice
medicine, or to an attorney licensed to practice law in this state or another
person similarly licensed.
(2) No voting trust may be created to vote
the shares of a professional corporation organized for the purpose of
practicing medicine.
(3) Two or more shareholders of a
professional corporation organized for the purpose of practicing medicine may
enter into a voting agreement provided that the voting agreement does not
transfer voting rights from a shareholder who is a physician licensed in this
state to practice medicine to a shareholder who is not so licensed.
Notwithstanding any provision of this subsection, voting rights may be
transferred to an attorney licensed to practice law in this state or another
person similarly licensed. [1997 c.774 §20]
58.383
Issuance, sale, transfer and redemption of shares. (1) A shareholder of a professional
corporation organized for the purpose of practicing medicine may sell or
transfer shares only in a manner that leaves the corporation in compliance with
this chapter.
(2) Subject to subsection (1) of this
section, the articles of incorporation, bylaws or agreements among shareholders
of a professional corporation organized for the purpose of practicing medicine
may provide limitations on the issuance and transferability of shares of the
corporation and may provide for the purchase or redemption of shares by the
corporation. [1997 c.774 §21]
58.385
Disqualification of physician; disposition of shares. (1) If a physician practicing medicine on
behalf of a professional corporation is disqualified from practicing medicine
for more than six months or assumes a public office, the duties of which
prohibit practicing medicine for more than six months under the rules of the
Oregon Medical Board or other law, the professional corporation shall have the
right to redeem the shares of the physician within 60 days after the
disqualification or prohibition occurs.
(2) If a physician practicing medicine on
behalf of a professional corporation is disqualified from practicing medicine
for six months or less or assumes a public office, the duties of which prohibit
practicing medicine for six months or less under the rules of the Oregon
Medical Board or other law, the physician may retain ownership of the shares in
the corporation and may remain a director and officer of the corporation during
the period of disqualification, unless otherwise prohibited under the rules of
the Oregon Medical Board or by law. [1997 c.774 §22]
58.387
Disposition of shares of deceased shareholder. (1) A professional corporation organized for
the purpose of practicing medicine and its shareholders may provide for the
disposition of a deceased shareholders shares in the articles of
incorporation, in the bylaws, by agreement between the corporation and its
shareholders or by agreement among the shareholders. If there is no such
provision, the shares shall first be offered for sale to the remaining
shareholders of the corporation by the personal representative of the deceased
shareholders estate. If the shares are not disposed of within six months after
the date of the death of the deceased shareholder, a special meeting of the
shareholders shall be called, at which meeting it shall be decided by vote of
the remaining shareholders whether the corporation shall redeem the shares or
whether the corporation shall be voluntarily dissolved. The meeting shall be
held within seven months after the date of the death of the deceased
shareholder. The action determined to be taken by the shareholders shall be
completed within nine months after the date of death of the deceased
shareholder. At the special meeting, the shares of the deceased shareholder may
not be voted or counted in the determination of whether the shares shall be
redeemed or whether the corporation shall be voluntarily dissolved.
(2) If a deceased shareholder of a
professional corporation organized for the purpose of practicing medicine was
the only shareholder of the corporation at the time of death, the corporation
shall cease to practice medicine as of the date of death of the deceased
shareholder unless the corporation has retained the services of another
physician licensed in this state to practice medicine. Within six months after
the date of death of the deceased shareholder:
(a) The shares of the deceased shareholder
shall be sold to a physician or physicians who are licensed in this state to
practice medicine;
(b) The name of the corporation shall be
changed and restated articles adopted, which shall be filed with the Secretary
of State in accordance with ORS chapter 60; or
(c) The corporation shall be dissolved. [1997
c.774 §23]
58.389
Price for purchase or redemption of shares of disqualified or deceased shareholder. If the articles of incorporation or bylaws
of a professional corporation organized for the purpose of practicing medicine
do not provide a price or method of determining a price at which the
corporation may purchase or redeem the shares, or at which its shareholders may
purchase the shares, of a legally disqualified or deceased shareholder, and the
corporation and shareholders or the shareholders have not provided the price or
a method of determining the price by private agreement, then the price for the
shares shall be the book value as of the end of the month preceding the
disqualification or death of the shareholder, payable in cash or on such other
terms as may be agreed to by the parties. Book value shall be determined from
the books and records of the corporation in accordance with the regular method
of accounting used by the corporation. [1997 c.774 §24]
FILING
DOCUMENTS
58.400
Filing requirements. (1) A
document must satisfy the requirements of this section or any other section
that modifies these requirements, to be entitled to filing by the Secretary of
State.
(2) This chapter must require or permit
filing the document with the Office of Secretary of State.
(3) The document shall contain the
information required by this chapter. It may contain other information as well.
(4) The document must be legible.
(5) The document must be in the English
language. The certificate of existence required of foreign professional
corporations need not be in English if accompanied by a reasonably authenticated
English translation.
(6) The document must be executed:
(a) By the chairperson of the board of
directors of a domestic or foreign professional corporation, its president or
another of its officers;
(b) If directors have not been selected or
before the organizational meeting, by an incorporator; or
(c) If the professional corporation is in
the hands of a receiver, trustee or other court-appointed fiduciary, by that
receiver, trustee or fiduciary.
(7) The person executing the document
shall state beneath or opposite the signature the name of the person and the
capacity in which the person signs. The document may, but is not required to
contain:
(a) The corporate seal;
(b) An attestation by the secretary or an
assistant secretary; and
(c) An acknowledgment, verification or
proof.
(8) If the Secretary of State has
prescribed a mandatory form for the document under ORS 58.440, the document
must be in or on the prescribed form.
(9) The document must be delivered to the
Office of Secretary of State accompanied by the required fees.
(10) Delivery of a document to the Office
of Secretary of State is accomplished only when the document is actually
received by the Office of Secretary of State. [1987 c.94 §4; 1999 c.486 §3]
58.410
Filing, service, copying and certification fees. The Secretary of State shall collect the
fees described in ORS 56.140 for each document delivered for filing under this
chapter and for process served on the secretary under this chapter. The
secretary may collect the fees described in ORS 56.140 for copying any public
record under this chapter, certifying the copy or certifying to other facts of
record under this chapter. [1987 c.94 §6; 1989 c.383 §2; 1991 c.132 §2; 1999
c.362 §§2,2a]
58.420
Effective time and date of document. (1) Except as provided in subsection (2) of this section and ORS
58.430, a document accepted for filing is effective on the date it is filed by
the Secretary of State and at the time, if any, specified in the document as
its effective time.
(2) If a document specifies a delayed
effective time and date, the document becomes effective at the time and date
specified. If a document specifies a delayed effective date but no time, the
document becomes effective on that date. A delayed effective date for a
document may not be later than the 90th day after the date it is filed. [1987
c.94 §7]
58.430
Correcting filed document.
(1) A domestic or foreign professional corporation may correct a document filed
by the Secretary of State, other than an annual report, if the document
contains an incorrect statement or was defectively executed, attested, sealed,
verified or acknowledged.
(2) A domestic or foreign professional
corporation shall correct a document by delivering articles of correction to
the Office of Secretary of State. The articles shall include the following:
(a) A description of the document,
including its filing date, or a copy of the document.
(b) The incorrect statement and the reason
it is incorrect, or a description of the manner in which the execution,
attestation, seal, verification or acknowledgment is defective.
(c) A correction of the incorrect
statement or defective execution, attestation, seal, verification or
acknowledgment.
(3) Articles of correction are effective
on the effective date of the document they correct except as to persons relying
on the uncorrected document and adversely affected by the correction. As to
those persons, articles of correction are effective when filed. [1987 c.94 §8]
58.440
Forms; rules. Upon request,
the Secretary of State may furnish forms for documents required or permitted to
be filed by this chapter. The Secretary of State may by rule require the use of
the forms. [1987 c.94 §5; 1995 c.215 §5]
58.450
Filing duty of Secretary of State. (1) If a document delivered to the Office of Secretary of State for
filing satisfies the requirements of ORS 58.400, the Secretary of State shall
file it.
(2) The Secretary of State files a
document by indicating thereon that it has been filed by the Secretary of State
and the date of filing. After filing a document, except as provided in ORS
58.225, 60.114, 60.117, 60.724 and 60.727, the Secretary of State shall return
an acknowledgment of filing to the professional corporation or its
representative.
(3) If the Secretary of State refuses to
file a document, the Secretary of State shall return it to the professional
corporation or its representative within 10 business days after the document
was delivered together with a brief written explanation of the reason for the refusal.
(4) The Secretary of States duty to file
documents under this section is ministerial and is limited in scope of review
as set out by rule of the Secretary of State. The Secretary of State is not
required to verify or inquire into the legality or truth of any matter included
in any document delivered to the Office of Secretary of State for filing. The
Secretary of States filing or refusing to file a document does not:
(a) Affect the validity or invalidity of
the document in whole or part; or
(b) Relate to the correctness or
incorrectness of information contained in the document.
(5) The Secretary of States refusal to
file a document does not create a presumption that the document is invalid or
that information contained in the document is incorrect. [1987 c.94 §9; 1999
c.486 §4]
58.460
Appeal from Secretary of States refusal to file document. If the Secretary of State refuses to file a
document delivered to the Office of Secretary of State for filing, the domestic
or foreign professional corporation, in addition to any other legal remedy that
may be available, shall have the right to appeal from such order pursuant to
the provisions of ORS 183.480. [1987 c.94 §10]
58.470
Evidentiary effect of copy of filed document. (1) A certificate attached to a copy of a document filed by the
Secretary of State, bearing the Secretary of States signature, which may be in
facsimile, is conclusive evidence that the original document, or a facsimile
thereof, is on file with the Office of Secretary of State.
(2) The provisions of ORS 56.110 apply to
all documents filed pursuant to this chapter. [1987 c.94 §11]
58.480
Certificate of existence or authorization. (1) Anyone may apply to the Secretary of State to furnish a
certificate of existence for a domestic professional corporation or a
certificate of authorization for a foreign professional corporation.
(2) A certificate of existence or
authorization when issued means that:
(a) The domestic professional corporations
corporate name or the foreign professional corporations corporate name is
registered in this state;
(b) The domestic professional corporation
is duly incorporated under the law of this state, or the foreign professional
corporation is authorized to transact business in this state;
(c) All fees payable to the Secretary of
State under this chapter have been paid, if nonpayment affects the existence or
authorization of the domestic or foreign professional corporation;
(d) An annual report required by ORS
58.225 has been filed by the Secretary of State within the preceding 14 months;
and
(e) Articles of dissolution or an
application for withdrawal have not been filed by the Secretary of State.
(3) A person may apply to the Secretary of
State to issue a certificate covering any fact of record. [1987 c.94 §12]
SECRETARY OF
STATE
58.490
Powers. The Secretary of
State has the power reasonably necessary to perform the duties required of the
Secretary of State by this chapter. [1987 c.94 §13]
_______________
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