74th OREGON LEGISLATIVE ASSEMBLY--2007 Regular Session
NOTE: Matter within { + braces and plus signs + } in an
amended section is new. Matter within { - braces and minus
signs - } is existing law to be omitted. New sections are within
{ + braces and plus signs + } .
LC 933
House Bill 2090
Ordered printed by the Speaker pursuant to House Rule 12.00A (5).
Presession filed (at the request of Secretary of State Bill
Bradbury)
SUMMARY
The following summary is not prepared by the sponsors of the
measure and is not a part of the body thereof subject to
consideration by the Legislative Assembly. It is an editor's
brief statement of the essential features of the measure as
introduced.
Prohibits Secretary of State from disclosing Social Security
numbers, federal employer identification numbers and taxpayer
identification numbers provided in certain documents filed with
Secretary of State.
Deletes requirement that certain documents filed with Secretary
of State contain Social Security numbers, federal employer
identification numbers and taxpayer identification numbers.
Directs Secretary of State to devise system for establishing
unique identifiers for persons filing statements under central
filing system for farm products. Directs Secretary of State to
seek approval of system from Secretary of United States
Department of Agriculture.
Declares emergency, effective on passage.
A BILL FOR AN ACT
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 Oregon:
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 not disclose
Social Security numbers, Internal Revenue Service taxpayer
identification numbers or federal employer identification numbers
contained in documents filed with or created by the Secretary of
State 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.
(2) Any officer or employee in the office of the Secretary of
State whose official functions include disclosing documents in
accordance with ORS chapter 192 shall be immune from civil or
criminal liability when the officer or employee, in good faith
compliance with ORS chapter 192, discloses a document that
contains a Social Security number, an Internal Revenue Service
taxpayer identification number or a federal employer
identification number. + }
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;
(c) Contains the { - Social Security number - }
{ + approved unique identifier + } 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 - } ;
(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;
(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.
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. + }
----------