75th OREGON LEGISLATIVE ASSEMBLY--2009 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 801
 
                         House Bill 2148
 
Ordered printed by the Speaker pursuant to House Rule 12.00A (5).
  Presession filed (at the request of Governor Theodore R.
  Kulongoski for Oregon Department of Administrative Services)
 
 
                             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.
 
  Allows transfer of liability to and assessment of liability
against reorganized business entity where predecessor entity owed
debt to state agency. Provides for appeal of assessment by
reorganized business entity.
 
                        A BILL FOR AN ACT
Relating to reorganized business organization liability.
Be It Enacted by the People of the State of Oregon:
  SECTION 1.  { + Section 2 of this 2009 Act is added to and made
a part of ORS 293.227 to 293.233. + }
  SECTION 2.  { + (1) As used in this section, 'reorganized
business entity' means a business entity that, while operating
substantially the same business, has been converted to a
different form of business entity or has changed ownership from
that of its predecessor entity, except that a business entity is
not a ' reorganized business entity' solely because of a transfer
of assets or because of a transfer of an interest of an investor
who has no right to manage the business entity, including, but
not limited to, the interest of:
  (a) A person that is solely a minority shareholder in a
corporation;
  (b) A member of a manager-managed limited liability company;
and
  (c) A limited partner of a limited partnership that does not
participate in the control of the business of the limited
partnership.
  (2) For any amounts owed by an entity to a state agency, the
state agency may transfer those amounts to and assess those
amounts against a reorganized business entity.
  (3) For the purposes of this section, factors the state agency
may consider when determining if a business entity is operating
substantially the same business as the entity owing the debt
include, but are not limited to, whether the business entity:
  (a) Operates from the same physical location as did the entity
owing the debt.
  (b) Provides the same services or manufactures the same
products as did the entity owing the debt.
  (c) Has one or more of the same:
 
  (A) Corporate directors or officers as did the entity owing the
debt.
  (B) Owners or holders of a direct or indirect interest in the
entity as did the entity owing the debt.
  (4) A reorganized business entity against which an amount is
assessed under this section may appeal the assessment by filing a
request for a hearing within 30 days of mailing of a written
notice of assessment to the last-known address of the reorganized
business entity on record with the state agency. The state agency
shall conduct a hearing as prescribed by agency policy. Agencies
exempt from the requirement to use administrative law judges
assigned by the Office of Administrative Hearings to conduct
hearings under ORS 183.635 may use administrative law judges
assigned by the Office of Administrative Hearings to conduct
hearings under this subsection. + }
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