2017 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 065 - Nonprofit Corporations
Section 65.004 - Filing requirements.
(1) For the Secretary of State to file a document under this chapter, the document must satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section.
(2) The document must be one required or permitted to be filed in the Office of the Secretary of State.
(3) The document must contain the information required by this chapter and may contain other information.
(4) The document must be legible.
(5) The document must be written in the alphabet used to write the English language, but may include Arabic or Roman numerals and incidental punctuation. The certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
(6) The document must be executed:
(a) By a fiduciary, receiver or trustee, if the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary;
(b) By an incorporator, if directors have not been selected or the execution of the document occurs before the organizational meeting;
(c) By the person specified in any section of this chapter that required the document be filed;
(d) By the chairperson of the board of directors of a domestic or foreign corporation, by the president or otherwise by another of the officers of the corporation; or
(e) By an agent of a person identified in this subsection, if the person authorizes the agent to execute the document.
(7) The document must state beneath or opposite the signature the person’s name 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; or
(c) An acknowledgment, verification or proof.
(8) If the Secretary of State has prescribed a mandatory form for a document under ORS 65.016, the document must be in or on the prescribed form.
(9) The document must be delivered to the Office of the Secretary of State for filing and must be accompanied by the correct filing fee.
(10) A document is deemed filed or effective only as provided in ORS 56.080, 65.001, 65.011, 65.014 and 65.017. [Amended by 1999 c.486 §10; 2013 c.159 §10]
