Chapter 186
AN ACT
HB 2090
Relating to information in documents filed with the Secretary of State;
creating new provisions; amending ORS 60.787, 62.455, 62.482, 62.513, 63.787,
65.787, 67.590, 67.645, 67.710, 70.610, 80.100, 80.106, 80.115, 80.118, 128.595
and 648.010; repealing ORS 56.105; and declaring an emergency.
Be It Enacted by the People of
the State of
SECTION 1. Section 2 of this 2007 Act is added to and
made a part of ORS chapter 56.
SECTION 2. (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.
SECTION 3. ORS 60.787 is amended to read:
60.787. (1) Each domestic corporation, and each foreign corporation
authorized to transact business in this state, shall by its anniversary deliver
to the office for filing an annual report that sets forth:
(a) The name of the
corporation and the state or country under whose law it is incorporated;
(b) The street address
of its registered office and the name of its registered agent at that office in
this state;
(c) The address,
including street and number and mailing address, if different, of its principal
office;
(d) The names and
addresses of the president and secretary of the corporation;
(e) The category of the
classification code established by rule of the Secretary of State most closely
designating the primary business activity of the corporation; and
[(f) The federal employer identification number of the corporation; and]
[(g)] (f) Additional identifying
information that the Secretary of State may require by rule.
(2) The information
contained on the annual report shall be current as of 30 days before the
anniversary of the corporation.
(3) The Secretary of
State shall mail the annual report form to any address shown for the
corporation in the current records of the office. The failure of the
corporation to receive the annual report form from the Secretary of State shall
not relieve the corporation of its duty to deliver an annual report to the
office as required by this section.
(4) If an annual report
does not contain the information required by this section, the Secretary of
State shall notify the reporting domestic or foreign corporation in writing and
return the report to it for correction. The domestic or foreign corporation
must correct the error within 45 days after the Secretary of State gives such
notice.
(5) A domestic or
foreign corporation may deliver to the office for filing an amendment to the
annual report if a change in the information set forth in the annual report
occurs after the report is delivered to the office for filing and before the
next anniversary. This subsection applies only to a change that is not required
to be made by an amendment to the articles of incorporation. The amendment to
the annual report must set forth:
(a) The name of the corporation
as shown on the records of the office; and
(b) The information as
changed.
SECTION 4. ORS 62.455 is amended to read:
62.455. (1) Each
cooperative shall by its anniversary deliver to the Office of Secretary of
State for filing an annual report that sets forth:
(a) The name of the
cooperative.
(b) The street address
of its registered office and the name of its registered agent at that office in
this state.
(c) The address,
including street and number and mailing address, if different, of its principal
office.
(d) The names and
addresses of the president and secretary of the cooperative.
(e) The category of the
classification code established by rule of the Secretary of State most closely
designating the primary business activity of the cooperative.
[(f) The federal employer identification
number of the cooperative.]
[(g)] (f) Additional identifying
information that the Secretary of State may require by rule.
(2) The information
contained on the annual report shall be current as of 30 days before the
anniversary of the cooperative.
(3) The Secretary of
State shall mail the annual report form to any address shown for the
cooperative in the current records of the Office of Secretary of State. The
failure of the cooperative to receive the annual report form from the Secretary
of State shall not relieve the cooperative of its duty to deliver an annual
report to the Office of Secretary of State as required by this section.
(4) If an annual report
does not contain the information required by this section, the Secretary of
State shall notify the reporting cooperative in writing and return the report
to it for correction. The cooperative must correct the error within 45 days
after the Secretary of State gives such notice.
(5) A cooperative may
deliver to the Office of Secretary of State for filing an amendment to the
annual report if a change in the information set forth in the annual report
occurs after the report is delivered to the Office of Secretary of State for
filing and before the next anniversary. This subsection applies only to a
change that is not required to be made by an amendment to the articles of
incorporation. The amendment to the annual report must set forth:
(a) The name of the
cooperative as shown on the records of the Office of Secretary of State; and
(b) The information as
changed.
SECTION 5. ORS 62.482 is amended to read:
62.482. (1) The
indemnification and provisions for advancement of expenses provided by ORS
62.462 to 62.482 shall not be deemed exclusive of any other rights to which
directors, officers, employees or agents may be entitled under the cooperative’s
articles of incorporation or bylaws, any agreement, general or specific action
of its board of directors, vote of members or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person. Specifically and not by way of limitation, a cooperative shall have the
power to make or agree to make any further indemnification, including
advancement of expenses, of:
(a) Any director as
authorized by the articles of incorporation, any bylaws approved, adopted or
ratified by the members or any resolution or agreement approved, adopted or
ratified, before or after such indemnification or agreement is made, by the
members, provided that no such indemnification shall indemnify any director
from or on account of acts or omissions for which liability could not be
eliminated under ORS 62.513 [(4)(f)] (4)(e); and
(b) Any officer,
employee or agent who is not a director as authorized by its articles of
incorporation or bylaws, general or specific action of its board of directors
or agreement. Unless the articles of incorporation, or any such bylaws, agreement
or resolution provide otherwise, any determination as to any further indemnity
under this paragraph shall be made in accordance with ORS 62.474.
(2) If articles of
incorporation limit indemnification or advance of expenses, any indemnification
or advance of expenses is valid only to the extent consistent with the articles
of incorporation.
(3) ORS 62.462 to 62.482
do not limit a cooperative’s power to pay or reimburse expenses incurred by a
director in connection with the director’s appearance as a witness in a
proceeding at a time when the director has not been made a named defendant or
respondent to a proceeding.
SECTION 6. ORS 62.513 is amended to read:
62.513. (1) The articles of incorporation shall set forth:
(a) The name of the
cooperative, which satisfies the requirements of ORS 62.131.
(b) The purposes for
which the cooperative is organized. It shall be sufficient to state, either
alone or with other purposes, that the purpose of the
cooperative is to engage in any lawful activity for which cooperatives may be
organized under this chapter, and by such statement, all lawful activities
shall be within the purposes of the cooperative, except for express
limitations, if any.
(c) Whether the
cooperative is organized with or without membership stock, and if organized
without membership stock the amount of the membership fee and whether the
membership fee may be changed in accordance with a procedure established in the
bylaws without the necessity of filing amended or restated articles, and the limitations,
if any, on transfer of a membership.
(d) The number and par
value, if any, of shares of each authorized class of stock, and if more than
one class is authorized, the designation, preferences, limitations and relative
rights of each class.
(e) Which classes of
stock, if any, are membership stock, and the limitations upon transfer, if any,
applicable to such stock.
(f) Any limitation of
the right to acquire or recall any stock.
(g) The basis of
distribution of assets in the event of dissolution or liquidation.
(h) The street address
of the cooperative’s initial registered office and the
name of its initial registered agent who shall be amenable to service of
process at the address.
(i) A mailing address to
which the Secretary of State may mail notices as required by this chapter.
(j) The number of
directors constituting the initial board of directors.
(k) The name and address
of each incorporator.
(2) Duration shall be
perpetual unless the articles of incorporation expressly limit the period of
duration.
(3) It is not necessary
to set forth in the articles any of the corporate powers enumerated in this
chapter. The articles may include additional provisions, not inconsistent with
law, for the regulation of the internal affairs of the cooperative, including
any provision that restricts the transfer of shares or that under this chapter
is required or permitted to be set forth in the bylaws. Any provision required
or permitted in the bylaws has equal force and effect if stated in the articles.
Whenever a provision of the articles is inconsistent with a bylaw, the articles
control.
(4) Without limiting the
provisions of subsection (3) of this section, the articles of incorporation may
set forth:
(a) The names of the
initial directors;
(b) The addresses of the
initial directors;
(c) The names and
addresses of the president and secretary;
[(d) The federal employer identification number of the cooperative;]
[(e)] (d) Provisions regarding:
(A) Managing the
business and regulating the affairs of the cooperative; and
(B) Defining, limiting
and regulating the powers of the cooperative, its board of directors and
members;
[(f)] (e) A provision eliminating or limiting the personal
liability of a director to the cooperative, its members or its shareholders for
monetary damages for conduct as a director, provided that the provision shall
not eliminate or limit the liability of a director for any act or omission
occurring prior to the date when the provision becomes effective and the
provision shall not eliminate or limit the liability of a director for:
(A) Any breach of the
director’s duty of loyalty to the cooperative, its members or its shareholders;
(B) Acts or omissions
that are not in good faith or that involve intentional misconduct or a knowing
violation of law; or
(C) Any transaction from
which the director derived an improper personal benefit; and
[(g)] (f) Any provision that under
this chapter is required or permitted to be set forth in the bylaws.
(5) The Secretary of
State by rule may require additional identifying information.
SECTION 7. ORS 63.787 is amended to read:
63.787. (1) Each
domestic limited liability company, and each foreign limited liability company
authorized to transact business in the state, shall by its anniversary deliver
to the office of the Secretary of State for filing an annual report that sets
forth:
(a) The name of the
limited liability company and the state or country under whose law it is
organized;
(b) The street address
of its registered office and name of its registered agent at that office in
this state;
(c) The address,
including street and number and mailing address, if different, of its principal
office;
(d) The names and
addresses of the managers for a manager-managed limited liability company or
the name and address of at least one member for a member-managed limited
liability company;
(e) The category of the
classification code established by rule of the Secretary of State most closely
designating the primary business activity of the limited liability company;
and
[(f) The federal employer identification number of the limited liability
company; and]
[(g)] (f) Additional identifying
information that the Secretary of State may require by rule.
(2) The information
contained on the annual report shall be current as of 30 days before the
anniversary of the limited liability company.
(3) The Secretary of
State shall mail the annual report form to any address shown for the limited
liability company in the current records of the office. The failure of the
limited liability company to receive the annual report form from the Secretary
of State shall not relieve the limited liability company of its duty to deliver
an annual report to the office as required by this section.
(4) If an annual report
does not contain the information required by this section, the Secretary of
State shall notify the reporting domestic or foreign limited liability company
in writing and return the report to it for correction. The domestic or foreign
limited liability company must correct the error within 45 days after the
Secretary of State gives such notice.
(5) A domestic or
foreign limited liability company may deliver to the office for filing an
amendment to the annual report if a change in the information set forth in the annual
report occurs after the report is delivered to the office for filing and before
the next anniversary. This subsection applies only to a change that is not
required to be made by an amendment to the articles of organization. The
amendment to the annual report must set forth:
(a) The name of the
limited liability company as shown on the records of the office; and
(b) The information as
changed.
SECTION 8. ORS 65.787 is amended to read:
65.787. (1) Each
domestic corporation, and each foreign corporation authorized to transact
business in this state, shall by its anniversary deliver to the Office of the
Secretary of State for filing an annual report that sets forth:
(a) The name of the
corporation and the state or country under whose law it is incorporated;
(b) The street address
of the registered office and the name of the registered agent at that office in
this state;
(c) If the registered
agent is changed, that the new registered agent has consented to the
appointment;
(d) The address
including street and number and mailing address if different from its principal
office;
(e) The names and
addresses of the president and secretary of the corporation;
(f) A brief description
of the nature of the activities of the corporation;
(g) Whether or not it
has members;
(h) If it is a domestic
corporation, whether it is a public benefit, mutual benefit or religious
corporation;
(i) If it is a foreign
corporation, whether it would be public benefit, mutual benefit or religious
corporation had it been incorporated in this state; and
[(j) The federal employer identification number of the corporation; and]
[(k)] (j) Additional identifying
information that the Secretary of State may require by rule.
(2) The information
contained on the annual report shall be current as of 30 days before the
anniversary of the corporation.
(3) The Secretary of
State shall mail the annual report form to any address shown for the
corporation in the current records of the office. The failure of the
corporation to receive the annual report form from the Secretary of State shall
not relieve the corporation of its duty to deliver an annual report to the
office as required by this section.
(4) If an annual report
does not contain the information required by this section, the Secretary of
State shall promptly notify the reporting domestic or foreign corporation in
writing and return the report to it for correction. The domestic or foreign
corporation must correct the error within 45 days after the Secretary of State
gives such notice.
(5) A domestic or
foreign corporation may deliver to the Office of the Secretary of State for
filing an amendment to the annual report if a change in the information set
forth in the annual report occurs after the report is delivered to the Office
of the Secretary of State for filing and before the next anniversary. This
subsection applies only to a change that is not required to be made by an
amendment to the articles of incorporation. The amendment to the annual report
must set forth:
(a) The name of the
corporation as shown on the records of the Office of the Secretary of State;
and
(b) The information as
changed.
SECTION 9. ORS 67.590 is amended to read:
67.590. (1) After the approval required by ORS 67.500 (3), a partnership
may become a limited liability partnership by delivering an application for
registration to the office of the Secretary of State for filing.
(2) The application for
registration shall set forth the following information:
(a) The name of the
partnership;
(b) The address, including
street and number, and mailing address, if different, of the principal office
from which the partnership conducts its business;
(c) A mailing address to
which notices as required by this chapter may be mailed until an address has
been designated by the limited liability partnership in its annual report;
(d) A brief statement
describing the primary business activity of the partnership and, for a
partnership rendering a professional service or services, the professional
service or services to be rendered through the partnership;
[(e) The federal employer identification number of the partnership;]
[(f)] (e) A representation by the
partner or partners executing the application for registration that the
application for registration has been approved by a vote of the partners as
required by ORS 67.500 (3); and
[(g)] (f) The names and addresses of
at least two partners of the partnership.
(3) The application for
registration may set forth any other provisions, not inconsistent with law, that the partnership may decide to include in the
application.
(4) The filing of an
application for registration establishes that the partnership has satisfied all
conditions precedent to the qualification of the partnership as a limited
liability partnership.
(5) The status of the
partnership as a limited liability partnership is effective upon filing of the
application for registration or, if applicable, upon the delayed effective time
and date set forth in the application for registration in accordance with ORS
67.530, and the payment of the required fee. The status remains effective,
regardless of changes in the partnership, until the registration is voluntarily
canceled pursuant to ORS 67.595 or the registration is revoked pursuant to ORS
67.660. The cancellation or revocation of the registration shall not affect the
personal liability of any partner with respect to any obligations of the
limited liability partnership that are incurred by the limited liability
partnership prior to the effective date of the cancellation or revocation of
the registration.
(6) A partnership that
is a limited liability partnership on January 1, 1998, shall not be required to
file a new registration by reason of this chapter to continue its status as a
limited liability partnership.
SECTION 10. ORS 67.645 is amended to read:
67.645. (1) Each limited
liability partnership registered to transact business in this state, and each
foreign limited liability partnership authorized to transact business in this
state, shall by its anniversary deliver an annual report to the office of the
Secretary of State for filing. The annual report shall set forth:
(a) The name of the
partnership and the state or country under whose law it is registered or
qualified as a limited liability partnership;
(b) The address,
including street and number, and mailing address, if different, of the
principal office from which the partnership conducts its business;
(c) The names and
addresses of at least two partners of the partnership;
(d) A brief statement
describing the primary business activity of the partnership; and
[(e) The federal employer identification number of the partnership; and]
[(f)] (e) Additional identifying
information that the Secretary of State may require by rule.
(2) The information
contained on the annual report shall be current within 30 days before the
report is due.
(3) The Secretary of
State shall mail the annual report form to any address shown for the limited
liability partnership or foreign limited liability partnership in the current records
of the office of the Secretary of State. The failure of the limited liability
partnership or foreign limited liability partnership to receive the annual
report form from the Secretary of State shall not relieve the limited liability
partnership or foreign limited liability partnership of its duty to deliver an
annual report to the office of the Secretary of State as required by this
section.
(4) If an annual report
does not contain the information required by this section, the Secretary of
State shall notify the reporting limited liability partnership or foreign
limited liability partnership in writing and return the report to it for
correction. The limited liability partnership or foreign limited liability
partnership must correct the error within 45 days after the Secretary of State
gives such notice.
(5) A limited liability
partnership or foreign limited liability partnership may deliver to the office
of the Secretary of State for filing an amendment to the annual report if a
change in the information set forth in the annual report occurs after the
report is delivered to the office of the Secretary of State for filing and
before the next anniversary. The amendment to the annual report must set forth:
(a) The name of the
limited liability partnership or foreign limited liability partnership as shown
on the records of the office; and
(b) The information as
changed.
SECTION 11. ORS 67.710 is amended to read:
67.710. (1) A foreign limited liability partnership may apply for
authority to transact business in this state by delivering an application for
authorization to the office of the Secretary of State for filing. The
application shall set forth:
(a) The name of the
foreign limited liability partnership or, if its name is unavailable for filing
in this state, another name that satisfies the requirements of ORS 67.730;
(b) The name of the
state or country under whose law it is registered and the date of registration;
(c) The address,
including street and number, and mailing address, if different, of its
principal office;
(d) A mailing address to
which notices as required by this chapter may be mailed;
(e) A brief statement
describing the primary business activity of the foreign limited liability
partnership; and
[(f) The federal employer identification number of the foreign limited
liability partnership; and]
[(g)] (f) The names and addresses of
at least two partners of the foreign limited liability partnership.
(2) The foreign limited
liability partnership shall deliver with the completed application a
certificate of existence, or a document of similar
import, current within 60 days of delivery and authenticated by the official
having custody of limited liability partnership records in the state or country
under whose law it is registered.
(3) The foreign limited
liability partnership shall be authorized by the Secretary of State to transact
business in this state upon the filing of the application for authorization, or
if applicable, upon the delayed effective time and date set forth in the application
for authorization in accordance with ORS 67.530, and the payment of the
required fee. The authorization shall remain effective until the authorization
is voluntarily withdrawn pursuant to ORS 67.740 or the authorization is revoked
pursuant to ORS 67.755.
SECTION 12. ORS 70.610 is amended to read:
70.610. (1) Each
domestic limited partnership and each foreign limited partnership registered to
transact business in this state shall submit for filing an annual report to the
Office of Secretary of State that includes:
(a) The name of the
domestic or foreign limited partnership and the state or country under the laws
of which it is formed;
(b) The street address
of its registered office in this state and the name of its registered agent at
that office;
(c) The name and
respective address of each general partner of the domestic or foreign limited
partnership;
(d) The category of the
classification code as established by rule of the Secretary of State most
closely designating the primary business activity of the domestic or foreign
limited partnership;
(e) The location of the
office in which the records described in ORS 70.050 are kept;
(f) A mailing address to
which the Secretary of State may mail notices as required by this chapter;
and
[(g) The federal employer identification number of the domestic or
foreign limited partnership; and]
[(h)] (g) Additional identifying
information that the Secretary of State may require by rule.
(2) The annual report
shall be on forms prescribed and furnished by the Secretary of State. The
information contained in the annual report shall be current as of 30 days
before the anniversary of the domestic or foreign limited partnership.
(3) The annual report
shall be signed by at least one general partner, or if the domestic or foreign
limited partnership is in the hands of a receiver or trustee, it shall be
signed on behalf of the partnership by such receiver or trustee.
(4) The Secretary of
State shall mail the annual report form to the address shown for the limited
partnership in the current records of the Office of Secretary of State. The
failure of the limited partnership to receive the annual report form from the
Secretary of State shall not relieve the limited partnership of its duty to
deliver an annual report to the Office of Secretary of State as required by
this section.
(5) If the Secretary of
State finds that the report conforms to the requirements of this chapter and
all fees have been paid, the Secretary of State shall file the report.
(6) A limited partnership
may deliver to the Office of Secretary of State for filing an amendment to the
annual report if a change in the information set forth in the annual report
occurs after the report is delivered to the Office of Secretary of State for
filing and before the next anniversary. This subsection applies only to a
change that is not required to be made by an amendment to the certificate of
limited partnership. The amendment to the annual report shall set forth:
(a) The name of the
limited partnership as shown on the records of the Office of Secretary of
State; and
(b) The information as
changed.
SECTION 13. ORS 80.100 is amended to read:
80.100. As used in ORS
80.100 to 80.130:
(1) “Approved unique
identifier” means a number, combination of numbers and letters, or another
identifier that the Secretary of State prescribes by rule.
[(1)] (2) “Buyer” means a person who, in the ordinary course
of business, buys farm products from a person engaged in farming operations who is in the business of selling farm products.
[(2)] (3) “Central filing system” means a system for filing
effective financing statements on a statewide basis that is operated by the
Secretary of State and has been certified by the Secretary of the United States
Department of Agriculture.
[(3)] (4) “Commission merchant” means any person engaged in
the business of receiving any farm product for sale, on commission, or for or
on behalf of another person.
[(4)] (5) “Effective financing statement” means a document
filed with the Secretary of State to register and describe farm products
subject to a security interest created by a debtor or seller of farm products
that is an effective financing statement under the provisions of section 1324
of the Food Security Act of 1985, 7 U.S.C. 1631 [now existing or hereafter amended]. An effective financing
statement does not create or perfect a security interest.
[(5)] (6) “Farm product” means an agricultural commodity
including but not limited to wheat, corn, soybeans, or a species of fish or
livestock such as cattle, hogs, sheep, horses or poultry used or produced in
farming operations, or a product of such crop, fish or livestock in its
unmanufactured state, including but not limited to wool clip, milk and eggs,
that is in the possession of a person engaged in farming operations.
[(6)] (7) “Knows” or “knowledge” means actual knowledge.
[(7)] (8) “Security interest” means an interest in farm
products that secures payment or performance of an obligation.
[(8)] (9) “Selling agent” means any person, other than a
commission merchant, who is engaged in the business of negotiating the sale and
purchase of any farm product on behalf of a person engaged in farming
operations.
SECTION 14. ORS 80.106 is amended to read:
80.106. (1) The
Secretary of State shall establish, implement and operate the central filing
system for farm products.
(2) The Secretary of
State shall ensure that the central filing system for farm products described
in ORS 80.100 to 80.130 complies with the requirements for a central filing system
as defined by 7 U.S.C. 1631 as that statute read on December 24, 1986.
(3) The Secretary of
State shall prescribe: [the]
(a) Rules, fees
and forms to implement and operate the central filing system; and
(b) Rules for providing
and using approved unique identifiers for persons filing documents under ORS
80.100 to 80.130.
(4) The fees prescribed
by the Secretary of State under this section shall be nonrefundable and shall
not exceed the cost of administering the central filing system.
SECTION 15. ORS 80.115 is amended to read:
80.115. (1) An effective
financing statement for farm products as defined in ORS 80.100 is sufficient to
register a security interest in a farm product if the statement:
(a)
Contains the name and address of the secured party;
(b) Contains the name
and address of [the person indebted to
the secured party] each person, whether or not a debtor, subjecting the
farm products to the security interest;
(c) Contains the [Social Security number of the debtor or, in
the case of a debtor doing business other than as an individual, the Internal
Revenue Service taxpayer identification number of the debtor] approved
unique identifier of each person described in paragraph (b) of this subsection;
(d) Describes the farm
products subject to the security interest created by the debtor, including the
amount of the farm products when applicable, and identifies the county in this
state in which the farm products are produced or located;
(e) Is signed,
authorized or otherwise authenticated by the [secured party] debtor;
(f) Is an original or
reproduced copy of the original; and
(g) Is accompanied by
the required filing fee.
(2) An effective
financing statement must be amended in writing within three months, similarly
signed, authorized or otherwise authenticated, and filed, to reflect material
changes.
(3) An effective
financing statement for farm products remains effective for a period of five
years from the date of filing, subject to extensions for additional periods of
five years each by refiling or filing a continuation statement within six
months before the expiration of the five-year period.
(4) An effective
financing statement for farm products lapses on either the expiration of the
effective period of the statement or the filing of a notice signed, authorized
or otherwise authenticated by the secured party that the statement has lapsed,
whichever occurs first. Unless otherwise provided in writing between the
secured party and the debtor, a statement that the effective financing statement
has lapsed shall be filed within 15 days after there is no outstanding secured
obligation and no commitment to make advances, incur obligations or otherwise
give value under the security interest.
(5) The Secretary of
State shall, by rule, prescribe the filing fee for each effective financing
statement for farm products or change to and continuation of the effective
financing statement, and the filing fee for the notice that the effective
financing statement has lapsed. Each effective financing statement may reflect
more than one type of farm product. The filing fee shall be per debtor name.
(6) An effective
financing statement is sufficient if it complies with this section even though
it contains minor errors that are not seriously misleading.
(7) The requirement
under this section that a document be signed,
authorized or otherwise authenticated by the debtor or the secured party is
satisfied if the debtor has executed a security agreement granting a security
interest in the farm products to the secured party.
SECTION 16. ORS 80.118 is amended to read:
80.118. (1) Under the
central filing system for farm products, the Secretary of State shall record
the date and time of filing of effective financing statements or changes
thereto, and compile this information into a master list organized according to
farm products. The Secretary of State shall by rule determine the categories of
farm products.
(2) Within each category
of farm products, the Secretary of State shall arrange the master list:
(a) In alphabetical
order by last name of the debtor or in the case of a debtor doing business
other than as an individual, by the first word in the name of such debtor;
(b) In ascending
alphabetical or numerical order, as appropriate, according to [Social Security number] the approved
unique identifier of the individual debtor [or Internal Revenue Service taxpayer identification number of debtors
doing business other than as individuals];
(c) Geographically by
county; and
(d) By crop year.
(3) The master list
shall contain all the information on all the effective financing statements
filed in the system that have not lapsed. The master list shall be arranged to
provide delivery to any registrant of any information relating to any product,
produced in any county for any crop year covered by the system and shall be in
a form that is readable by humans without special equipment.
(4) The Secretary of
State shall maintain a list of all buyers of farm products, commission
merchants and selling agents who register with the Secretary of State on a form
indicating:
(a) The name and address
of each buyer, commission merchant and selling agent;
(b) The interest of each
buyer, commission merchant or selling agent in receiving the master list on
farm products; and
(c) The farm products in
which each buyer, commission merchant and selling agent has an interest.
(5) The Secretary of
State shall distribute monthly to each buyer, commission merchant and selling
agent registered under this section a [printed
or micrographic] copy of those portions of the master list that the buyer,
commission merchant or selling agent has registered an interest in receiving.
The Secretary of State shall by rule prescribe the yearly subscription fee for
[each type] such copies of the
monthly master list.
SECTION 17. ORS 128.595 is amended to read:
128.595. (1) Each business trust by the anniversary date shall file a
report with the Secretary of State accompanied by the annual fee.
(2) The report shall
contain the following:
(a) The name of the business
trust and the state or country under whose law it is formed;
(b) The names and
addresses of its trustees;
(c) The street address
of the registered office in this state and the name of the trust’s registered
agent at that office;
(d) A mailing address to
which the Secretary of State may mail notices;
(e) The category of the
classification code as established by rule of the Secretary of State most
closely designating the primary business activity of the business trust; and
[(f) The federal employer identification number of the trust; and]
[(g)] (f) Any additional identifying
information that the Secretary of State by rule may require.
(3) The annual report
shall be on forms prescribed and furnished by the Secretary of State. The
information contained in the annual report shall be current as of 30 days
before the anniversary of the business trust.
(4) The Secretary of
State shall mail the report form to any address shown for the business trust in
the current records of the Office of the Secretary of State. The failure of the
business trust to receive the report form from the Secretary of State shall not
relieve the business trust of its duty to deliver a report as required by this
section.
(5) If the Secretary of
State finds the report conforms to the requirements of this section, the
Secretary of State shall file the report.
(6) If the Secretary of
State finds that the report does not conform to the requirements of this
section, the Secretary of State shall return the report to the business trust.
The business trust shall correct the annual report and return it to the
Secretary of State within 45 days after the Secretary of State returns the
report.
(7) If no report is
filed by the reporting date or if no corrected report is filed within the 45-day
period, the Secretary of State shall send to the business trust a final notice
advising that no report has been filed and it is, therefore, assumed that the
business trust is no longer active unless a report is filed within 45 days
after the mailing of such final notice.
(8) Not less than 45
days after the date of mailing of the final notice provided for by subsection
(7) of this section, the Secretary of State may assume and note on the records
of the Secretary of State that the business trust is inactive.
SECTION 18. ORS 648.010 is amended to read:
648.010. (1) Each person
who will carry on, conduct or transact business under an assumed business name
shall sign an application to register the assumed business name and shall
submit the application to the Office of the Secretary of State, with the fee
prescribed by this chapter. All of the persons who will carry on, conduct or
transact a single business under an assumed business name shall file a
consolidated application to register the assumed business name.
(2) The application
shall state:
(a) The assumed business
name to be registered. The applicant shall write the assumed business name in
the alphabet used to write the English language. The assumed business name may
include numerals and incidental punctuation.
(b) The real and true
name and street address of each person who intends to carry on, conduct or
transact business under the assumed business name.
(c) The principal
address at which the applicant intends to carry on, conduct or transact business
and a listing of each county in which the applicant intends to carry on,
conduct or transact business to the extent that ORS 648.007 would require the
applicant to register the assumed business name for that county.
(d) The name and the
mailing address of the person whom the applicant authorizes to represent the
applicant in transactions with the Office of the Secretary of State with
respect to the registration. All of the registrants of an assumed business name
for a single business shall designate the same person under this subsection.
(e) The applicant’s
primary business activity.
(f) Any other
information that the Secretary of State by rule may require.
[(3) Any application for registration submitted under this section or
any report submitted under ORS 648.017 shall set forth the Social Security
number or federal employer identification number of each applicant or
registrant named in the application or report.]
[(4)] (3) The person named in the application to be
authorized to represent the applicant is authorized to receive notices under
this chapter and to perform any duty that this chapter requires of the
registrant of the assumed business name, but is not by the application or
registration made the registrant’s agent for the service of process.
SECTION 19. Section 20 of this 2007 Act is added to and
made a part of ORS 80.100 to 80.130.
SECTION 20. (1) The Secretary of State shall devise a
method or system to provide approved unique identifiers for persons filing
documents under ORS 80.100 to 80.130.
(2) If necessary under
federal law, the Secretary of State shall seek approval of the method or system
devised under subsection (1) of this section from the Secretary of the United
States Department of Agriculture.
SECTION 21. ORS 56.105 is repealed.
SECTION 22. This 2007 Act being necessary for the
immediate preservation of the public peace, health and safety, an emergency is
declared to exist, and this 2007 Act takes effect on its passage.
Approved by the Governor May 30, 2007
Filed in the office of Secretary of State May 31, 2007
Effective date May 30, 2007
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