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 1772
House Bill 2364
Ordered printed by the Speaker pursuant to House Rule 12.00A (5).
Presession filed (at the request of House Interim Committee on
Consumer Protection)
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.
Requires corporation and limited liability company to appoint
records custodian to keep certain records. Requires corporation
or limited liability company that is not publicly traded to keep
certain information concerning officers and directors of
corporation and members and managers of limited liability
company. Requires corporation and limited liability company to
verify identities and other information concerning shareholders,
beneficial owners, members and managers that are not United
States citizens or lawful permanent residents of the United
States.
Requires person that serves as registered agent for 10 or more
corporations or limited liability companies to obtain
certification from Secretary of State as commercial registered
agent. Prescribes information for application for certification.
Requires payment of fee for application. Authorizes Secretary of
State to investigate applicant and prohibits certification of
applicant in certain cases. Specifies duties for commercial
registered agent. Authorizes Secretary of State to suspend or
revoke certification in certain cases.
Requires corporation or limited liability company to provide
information or answer interrogatories from Secretary of State
when law enforcement agencies or certain state agencies make
request. Authorizes Secretary of State to administratively
dissolve corporation or limited liability company for failing to
provide information or answer interrogatories.
Provides that failure to provide information or answer
interrogatories is punishable by maximum of one year's
imprisonment, $6,250 fine, or both.
Authorizes Secretary of State to collect $100 fee for filing
articles of incorporation or organization and annual reports
delivered by corporations and limited liability companies.
Declares emergency, effective on passage.
A BILL FOR AN ACT
Relating to business entity registry functions performed by
Secretary of State; creating new provisions; amending ORS
56.041, 56.140, 58.410, 60.001, 60.307, 60.647, 60.654, 60.771,
60.774, 62.030, 62.690, 63.001, 63.647, 63.654, 63.771, 65.007,
67.525, 70.065, 128.600, 554.016, 647.009, 648.115, 649.090 and
661.245; appropriating money; and declaring an emergency.
Be It Enacted by the People of the State of Oregon:
SECTION 1. ORS 60.001 is amended to read:
60.001. As used in this chapter:
(1) 'Anniversary' means { - that - } { + the + } day each
year { + that is + } exactly one or more years after:
(a) The date { - of filing by - } { + on which + } the
Secretary of State
{ - of - } { + files + } the articles of incorporation
{ - in the case of - } { + for + } a domestic corporation.
(b) The date { - of filing by - } { + on which + } the
Secretary of State
{ - of an - } { + files a foreign corporation's + }
application for authority to transact business { + . + } { - in
the case of a foreign corporation. - }
(2) 'Articles of incorporation' include amended and restated
articles of incorporation, articles of conversion and articles of
merger.
(3) 'Authorized shares' means the shares of all classes a
domestic or foreign corporation is authorized to issue.
{ + (4) 'Beneficial owner' means an individual who, directly
or indirectly, by means of a contract, arrangement,
understanding, warrant, option, conversion or other right or
relationship has, participates in or may acquire the power to:
(a) Vote or direct the voting of shares;
(b) Dispose or direct the disposition of shares; or
(c) Receive or direct the receipt of dividends, funds or assets
from shares.
(5) 'Commercial registered agent' means a person certified by
the Secretary of State under section 5 of this 2009 Act. + }
{ - (4) - } { + (6) + } 'Conspicuous' means { - so - }
written { + , printed or typed in text that is italicized,
boldfaced, of a contrasting color, capitalized or underlined or
similarly enhanced so + } that a reasonable person against whom
the writing is to operate should have noticed { - it. For
example, printing in italics, boldface or contrasting color,
typing in capitals or underlined is conspicuous - } { + the
writing + }.
{ - (5) - } { + (7) + } 'Corporation' or 'domestic
corporation' means a corporation for profit { - , which - }
{ + that + } is not a foreign corporation { - , - } { + and
that is + } incorporated under or subject to the provisions of
this chapter.
{ - (6) - } { + (8) + } 'Delivery' means { - any - }
{ + a + } method of delivery used in conventional commercial
practice, including delivery by hand, mail, commercial delivery
and electronic transmission.
{ - (7) - } { + (9) + } 'Distribution' means a direct or
indirect transfer of money or other property, except of a
corporation's own shares, or incurrence of indebtedness by a
corporation to or for the benefit of { - its - } { + the
corporation's + } shareholders in respect of any of { - its - }
{ + the corporation's + } shares. A distribution may be in the
form of a declaration or payment of a dividend, a purchase,
redemption or other acquisition of shares, a distribution of
indebtedness, or otherwise.
{ - (8) - } { + (10) + } 'Domestic limited liability
company' means an entity that is an unincorporated association
having one or more members and that is organized under ORS
chapter 63.
{ - (9) - } { + (11) + } 'Domestic nonprofit corporation'
means a corporation not for profit incorporated under ORS chapter
65.
{ - (10) - } { + (12) + } 'Domestic professional
corporation' means a corporation organized under ORS chapter 58
for the purpose of rendering professional services and for the
purposes provided under ORS chapter 58.
{ - (11) - } { + (13) + } 'Electronic signature' has the
meaning given that term in ORS 84.004.
{ - (12) - } { + (14) + } 'Electronic transmission' means
{ - any - } { + a + } process of communication that does not
directly involve the physical transfer of paper and that is
suitable for the retention, retrieval and reproduction of
information by the recipient.
{ - (13) - } { + (15) + } 'Employee' includes an officer
but not a director { - . A director may accept - } { + unless
the director accepts + } duties that make the director also an
employee.
{ - (14) - } { + (16) + } 'Entity' includes a corporation,
foreign corporation, nonprofit corporation, profit and nonprofit
unincorporated association, business trust, estate, partnership,
trust, two or more persons having a joint or common economic
interest, { - any - } { + a + } state, the United States and
{ - any - } { + a + } foreign government.
{ - (15) - } { + (17) + } 'Foreign corporation' means a
corporation for profit incorporated under a law other than the
law of this state.
{ - (16) - } { + (18) + } 'Foreign limited liability
company' means an entity that is an unincorporated association
organized under the laws of a state other than this state, under
the laws of a federally recognized Indian tribe or under the laws
of a foreign country and that is organized under a statute under
which an association may be formed that affords to each of
{ - its - } { + the association's + } members limited
liability with respect to liabilities of the entity.
{ - (17) - } { + (19) + } 'Foreign nonprofit corporation'
means a corporation not for profit organized under the laws of a
state other than this state.
{ - (18) - } { + (20) + } 'Foreign professional
corporation' means a professional corporation organized under the
laws of a state other than this state.
{ - (19) - } { + (21) + } 'Governmental subdivision'
includes an authority, county, district and municipality.
{ - (20) - } { + (22) + } 'Includes' denotes a partial
definition.
{ - (21) - } { + (23)(a) + } 'Individual' means a natural
person.
{ + (b) + } ' Individual' includes the estate of an
incompetent individual or a deceased individual.
{ - (22) - } { + (24) + } 'Means' denotes an exhaustive
definition.
{ - (23) - } { + (25) + } 'Office,' when used to refer to
the administrative unit directed by the Secretary of State, means
the office of the Secretary of State.
{ - (24) - } { + (26) + } 'Person' includes individual and
entity.
{ - (25) - } { + (27) + } 'Principal office' means the
office, in or out of this state, where the principal executive
offices of a domestic or foreign corporation are located and
designated in the annual report or application for authority to
transact business in this state.
{ - (26) - } { + (28) + } 'Proceeding' includes civil,
criminal, administrative and investigatory action.
{ - (27) - } { + (29) + } 'Record date' means the date
established under this chapter on which a corporation determines
the identity of
{ - its - } { + the corporation's + } shareholders and their
shareholdings for purposes of this chapter. The determinations
shall be made as of the close of business on the record date
unless another time for doing so is specified when the record
date is fixed.
{ - (28) - } { + (30) + } 'Shares' means the units into
which the proprietary interest in a corporation are divided.
{ - (29) - } { + (31) + } 'Shareholder' means the person in
whose name shares are registered in the records of a corporation
or the beneficial owner of shares to the extent of the rights
granted by a nominee certificate on file with a corporation.
{ - (30) - } { + (32) + } 'Signature' includes any manual,
facsimile, conformed or electronic signature.
{ - (31) - } { + (33) + } 'State,' when referring to a part
of the United States, includes a state, commonwealth, territory
and insular possession of the United States and { - its - }
{ + the + } agencies and governmental subdivisions { + of the
state, commonwealth, territory or insular possession + }.
{ - (32) - } { + (34) + } 'Subscriber' means a person who
subscribes for shares in a corporation, whether before or after
incorporation.
{ - (33) - } { + (35) + } 'United States' includes a
district, authority, bureau, commission, department and { - any
other - } agency of the United States.
{ - (34) - } { + (36) + } 'Voting group' means all shares
of one or more classes or series that under the articles of
incorporation or this chapter are entitled to vote and be counted
together collectively on a matter at a meeting of shareholders.
All shares entitled by the articles of incorporation or this
chapter to vote generally on the matter are for that purpose a
single voting group.
SECTION 2. { + Sections 3 to 7 of this 2009 Act are added to
and made a part of ORS chapter 60. + }
SECTION 3. { + (1) A person may not be appointed to accept
service of process, notice or demand for 10 or more corporations
or for an individual or entity that is a registered agent for 10
or more corporations unless:
(a) The person meets the requirements set forth in ORS 60.111;
and
(b) The Secretary of State certifies the person as a commercial
registered agent under section 5 of this 2009 Act.
(2) Subsection (1) of this section does not apply to an
attorney licensed or authorized to practice law in this state if
as an incidental part of the attorney's practice of law the
attorney is appointed to accept service, notice or demand on
behalf of 10 or more corporations. + }
SECTION 4. { + (1) A person required under section 3 of this
2009 Act to be certified as a commercial registered agent shall
apply in writing in a form the Secretary of State prescribes by
rule and shall attest under penalty of perjury that the contents
of the application are true.
(2) All applications submitted under subsection (1) of this
section must contain:
(a) The applicant's exact legal name;
(b) The applicant's address and telephone number or other
contact information;
(c) A statement that the applicant is 18 years of age or older
if the applicant is an individual;
(d) A history of the applicant's material litigation and
criminal convictions in the five-year period before the date of
the application; and
(e) Other information the Secretary of State may require.
(3) If the applicant is a corporation or other business entity,
in addition to the information required under subsection (2) of
this section, the application must contain:
(a) The fictitious name, assumed business name or trade name
the applicant uses in conducting the applicant's business;
(b) The name, address and telephone number or other contact
information for the applicant's registered agent in this state or
for a person that has authority to act on the applicant's behalf;
(c) The names, addresses and telephone numbers or other contact
information for the corporation's officers and directors, the
limited liability company's members, the partnership's partners
or other persons authorized to act on behalf of the entity;
(d) The address, telephone number and hours of business for the
location in which the applicant conducts business;
(e) The date of the applicant's incorporation and the state of
incorporation;
(f) A copy of a certificate of existence from the state in
which the applicant was incorporated or organized;
(g) A history of the material litigation and criminal
convictions in the five-year period before the date of the
application for each of the entity's officers, directors,
members, partners or other persons authorized to act on the
entity's behalf; and
(h) Other information the Secretary of State may require.
(4) A person that submits an application under subsection (1)
of this section shall pay to the Secretary of State a fee in an
amount the Secretary of State sets by rule. The Secretary of
State shall set the fee such that the aggregate of fees collected
under this subsection is sufficient to pay the costs of
administering and enforcing sections 3 to 7 of this 2009 Act.
Fees collected under this subsection shall be paid and credited
as provided in ORS 56.041. + }
SECTION 5. { + (1) The Secretary of State shall review an
application submitted under section 4 of this 2009 Act and may
verify the information the applicant provided in the application
and investigate the applicant's responsibility, business
experience, litigation and criminal history and general fitness.
Except as provided in subsection (2) of this section, if the
Secretary of State finds that the applicant will conduct business
as a commercial registered agent honestly and in a manner that
commands the confidence and trust of the community, the Secretary
of State shall certify the applicant as a commercial registered
agent.
(2) The Secretary of State may not certify an applicant as a
commercial registered agent if the applicant:
(a) Is an individual who has:
(A) Been convicted of a felony;
(B) Engaged in dishonest, fraudulent or illegal practices in
connection with an appointment as a registered agent; or
(C) Had a certification, registration, authority or other
ability to act as a registered agent denied, suspended or revoked
in another state.
(b) Is a corporation or other business entity, a director,
officer, member or partner of which has:
(A) Been convicted of a felony;
(B) Engaged in dishonest, fraudulent or illegal practices in
connection with an appointment as a registered agent; or
(C) Had a certification, registration, authority or other
ability to act as a registered agent denied, suspended or revoked
in another state.
(3) A certification issued under this section is valid for the
calendar year in which the Secretary of State issues the
certification. The certification expires on December 31 of each
calendar year.
(4) The Secretary of State may publish or disseminate a list of
persons certified as commercial registered agents. + }
SECTION 6. { + A person certified as a commercial registered
agent under section 5 of this 2009 Act shall:
(1) Maintain a physical address in this state;
(2) Accept service of process, notice or demand as provided in
ORS 60.121 for a corporation that has appointed the person as a
registered agent;
(3) Maintain a current and accurate address for the corporation
on behalf of which the person accepts the service, notice or
demand;
(4) Maintain current versions of records that are required to
be kept under ORS 60.771 (4) if a corporation appointed the
person as a records custodian in accordance with ORS 60.771 (1);
(5) Keep a copy of the agreement or contract that creates an
agency relationship between the person and each corporation that
has appointed the person as the corporation's registered agent;
(6) Respond timely to a lawful demand for production of records
or information the registered agent keeps or maintains on behalf
of a corporation that appointed the person as a registered agent
or records custodian;
(7) Keep records of the person's activities as a commercial
registered agent that the Secretary of State by rule requires the
person to keep and produce the records upon the request of the
Secretary of State; and
(8) Notify the Secretary of State if information the person
provided in an application under section 4 of this 2009 Act
changes and provide the Secretary of State with a current version
of the information within 10 business days after the information
changes. + }
SECTION 7. { + The Secretary of State may suspend or revoke a
certification issued under section 5 of this 2009 Act if a
commercial registered agent fails to pay a fee required under
section 4 of this 2009 Act or if the commercial registered agent:
(1) Is an individual who:
(a) Violated a provision of section 6 of this 2009 Act;
(b) Cannot be located or served with process, notice or demand
at the address provided on the application for certification or
in the most recent notice to the Secretary of State of a change
in the information provided on the application;
(c) Was convicted of a felony or engaged in a dishonest,
illegal or fraudulent act or practice in connection with the
commercial registered agent's duties as a commercial registered
agent;
(d) Had a certification, registration, authority or other
ability to act as a registered agent denied, suspended or revoked
in another state; or
(e) Knowingly provided, false, inaccurate or misleading
information in connection with an application submitted under
section 4 of this 2009 Act or a notice provided to the Secretary
of State under section 6 (8) of this 2009 Act.
(2) Is a corporation or other business entity, a director,
officer, member or partner of which:
(a) Violated a provision of section 6 of this 2009 Act;
(b) Cannot be located or served with process, notice or demand
at the address provided on the application for certification or
in the most recent notice to the Secretary of State of a change
in the information provided on the application;
(c) Was convicted of a felony or engaged in a dishonest,
illegal or fraudulent act or practice in connection with the
commercial registered agent's duties as a commercial registered
agent;
(d) Had a certification, registration, authority or other
ability to act as a registered agent denied, suspended or revoked
in another state; or
(e) Knowingly provided, false, inaccurate or misleading
information in connection with an application submitted under
section 4 of this 2009 Act or a notice provided to the Secretary
of State under section 6 (8) of this 2009 Act.
(3) The Secretary of State shall notify a commercial registered
agent of a suspension or revocation under this section and shall
provide an opportunity for a hearing in accordance with the
provisions of ORS 183.413 to 183.470. The Secretary of State by
order may reinstate a certification for a commercial registered
agent if the Secretary of State is satisfied that the commercial
registered agent has remedied the deficiency that caused the
Secretary of State to order the suspension or revocation. + }
SECTION 8. ORS 60.307 is amended to read:
60.307. (1) A board of directors must consist of one or more
individuals, with the number specified in or fixed in accordance
with the articles of incorporation or bylaws. Notwithstanding ORS
60.001 { - (21) - } { + (23) + }, the estate of an
incompetent individual or a deceased individual may not be a
director.
(2) The number of directors may be increased or decreased from
time to time by amendment to, or in the manner provided in, the
articles of incorporation or the bylaws.
(3) Directors are elected at the first annual shareholders'
meeting and at each annual meeting thereafter unless their terms
are staggered under ORS 60.317.
SECTION 9. ORS 60.647 is amended to read:
60.647. The Secretary of State may commence a proceeding under
ORS 60.651 to administratively dissolve a corporation if:
(1) The corporation does not pay when due any fees imposed by
this chapter;
(2) The corporation does not deliver { - its - } { + the
corporation's + } annual report to the Secretary of State when
due;
(3) The corporation is without a registered agent or registered
office in this state;
(4) The corporation does not notify the Secretary of State that
{ - its - } { + the corporation's + } registered agent or
registered office has { - been - } changed, that { - its - }
{ + the corporation's + } registered agent has resigned or that
{ - its - } { + the corporation's + } registered office has
been discontinued; { - or - }
{ + (5) The corporation fails to comply with the requirements
set forth in ORS 60.771 (4) or a director, officer or records
custodian of the corporation knowingly provides false, inaccurate
or misleading information in connection with an order issued
under section 15 of this 2009 Act; or + }
{ - (5) - } { + (6) + } The corporation's period of
duration stated in
{ - its - } { + the corporation's + } articles of
incorporation expires.
SECTION 10. ORS 60.654 is amended to read:
60.654. (1) { + Except as provided in subsection (3) of this
section, + }a corporation { + that is + } administratively
dissolved under ORS 60.651 may apply to the Secretary of State
for reinstatement within five years from the date of dissolution.
The application shall:
(a) State the name of the corporation and the effective date of
{ - its - } { + the corporation's + } administrative
dissolution; and
(b) State that the ground or grounds for dissolution either did
not exist or have been eliminated.
(2) If the Secretary of State determines that the application
contains the information required by subsection (1) of this
section, that the information is correct and that the
corporation's name satisfies the requirements of ORS 60.094, the
Secretary of State shall reinstate the corporation.
{ + (3) A corporation that the Secretary of State
administratively dissolved for reasons set forth in ORS 60.647
(5) may not apply for reinstatement until the corporation
complies with the requirements of ORS 60.771 (4) or corrects
false, inaccurate or misleading information the corporation
provided in connection with an order issued under section 15 of
this 2009 Act. + }
{ - (3) - } { + (4) + } When the reinstatement is
effective, { - it - } { + the reinstatement + } relates back
to and takes effect as of the effective date of the
administrative dissolution and the corporation resumes carrying
on { - its - } { + the + } business { + of the
corporation + } as if the administrative dissolution had never
occurred.
SECTION 11. ORS 62.690 is amended to read:
62.690. { + Except for ORS 60.647 (5), + }the provisions of
ORS 60.647 to 60.657 { - , - } relating to dissolution by the
Secretary of State { - , - } apply to cooperatives.
SECTION 12. ORS 60.771 is amended to read:
60.771. (1) A corporation shall keep as permanent records
minutes of all meetings of { - its - } { + the
corporation's + } shareholders and board of directors, a record
of all actions taken by the shareholders or board of directors
without a meeting and a record of all actions taken by a
committee of the board of directors in place of the board of
directors on behalf of the corporation. { + The corporation
shall appoint a records custodian, who may be the corporation's
registered agent, to keep the records required under this
section. The records custodian must reside in the United States.
The corporation shall provide the name of and current address and
other contact information for the records custodian to the
Secretary of State and shall notify the Secretary of State
immediately if the name of or contact information for the records
custodian changes. + }
(2) A corporation shall maintain appropriate accounting
records.
(3) A corporation { - or its agent - } { + and the
corporation's records custodian + }shall maintain a record of
{ - its - } { + the corporation's + } shareholders, in a form
that permits preparation of a list of the names and addresses of
all shareholders in alphabetical order by class of shares showing
the number and class of shares held by each.
{ + (4) A corporation that is not a publicly traded
corporation shall maintain a current record of the corporation's
shareholders and beneficial owners in a form that permits the
preparation of a list of the shareholders and beneficial owners
in alphabetical order. The corporation shall provide the
information and the list to the corporation's records custodian.
The list must identify each individual shareholder and beneficial
owner by name and include an address and other contact
information for the shareholder or beneficial owner. If the
shareholder or beneficial owner is not a United States citizen or
lawful permanent resident of the United States, the records
custodian shall state in writing under penalty of perjury that
the corporation:
(a) Has verified the identity and name of and address and
contact information for the shareholder or beneficial owner;
(b) Has a copy of the page of the shareholder's or beneficial
owner's passport or government-issued identification that
displays a photograph of the shareholder or beneficial owner and
the name of and other identifying information for the shareholder
or beneficial owner;
(c) Will provide proof of the verification to the Secretary of
State upon request; and
(d) Will retain the information and documents the corporation
obtained and used for the verification for the duration of the
corporation's existence and deliver the information and documents
to the records custodian for retention for five years following
the corporation's dissolution. + }
{ - (4) - } { + (5) + } A corporation shall maintain
{ - its - } { + the corporation's + } records in written form
or in another form capable of conversion into written form within
a reasonable time.
{ - (5) - } { + (6) + } A corporation shall keep a copy of
the following records at { - its - } { + the
corporation's + } principal office or registered office:
(a) { - Its - } { + The corporation's + } articles or
restated articles of incorporation and all amendments to
{ - them - } { + the articles or restated articles of
incorporation + } currently in effect;
(b) { - Its - } { + The corporation's + } bylaws or
restated bylaws and all amendments to { - them - } { + the
bylaws or restated bylaws that are + } currently in effect;
(c) Resolutions adopted by { - its - } { + the
corporation's + } board of directors { - creating - } { +
that create + } one or more classes or series of shares and
{ - fixing their - } { + fix the + } relative rights,
preferences and limitations { + of the classes or series of
shares + }, if shares issued pursuant to { - those - } { +
the + } resolutions are outstanding;
(d) The minutes of all shareholders' meetings and records of
all action taken by shareholders without a meeting, for the past
three years;
(e) All written communications to shareholders generally within
the past three years;
(f) A list of the names and business addresses of { - its - }
{ + the corporation's + } current directors and officers; and
(g) { - Its - } { + The corporation's + } most recent
annual report delivered to the Secretary of State under ORS
60.787.
{ + (7) As used in this section, 'publicly traded corporation
' means a corporation the shares of which are traded on an
established exchange or securities market that is subject to the
regulatory authority of a state, the United States, a foreign
government or an agency of a state, the United States or a
foreign government. + }
SECTION 13. ORS 60.774 is amended to read:
60.774. (1) Subject to ORS 60.777 (3), a shareholder of a
corporation is entitled to inspect and copy, during regular
business hours at the corporation's principal office, any of the
records of the corporation described in ORS 60.771 { - (5) - }
{ + (6) + } if the shareholder gives the corporation written
notice of the shareholder's demand at least five business days
before the date on which the shareholder wishes to inspect and
copy.
(2) A shareholder of a corporation is entitled to inspect and
copy, during regular business hours at a reasonable location
specified by the corporation, any of the following records of the
corporation if the shareholder meets the requirements of
subsection (3) of this section and gives the corporation written
notice of the shareholder's demand at least five business days
before the date on which the shareholder wishes to inspect and
copy:
(a) Excerpts from minutes of any meeting of the board of
directors, records of any action of a committee of the board of
directors while acting in place of the board of directors on
behalf of the corporation, minutes of any meeting of the
shareholders and records of action taken by the shareholders or
board of directors without a meeting, to the extent not subject
to inspection under subsection (1) of this section;
(b) Accounting records of the corporation, including tax
returns; and
(c) The record of shareholders.
(3) A shareholder may inspect and copy the records identified
in subsection (2) of this section only if:
(a) The shareholder's demand is made in good faith and for a
proper purpose;
(b) The shareholder described with reasonable particularity the
shareholder's purpose and the records the shareholder desires to
inspect; and
(c) The records are directly connected with the shareholder's
purpose.
(4) The right of inspection granted by this section may not be
abolished or limited by a corporation's articles of incorporation
or bylaws.
(5) This section does not affect:
(a) The right of a shareholder to inspect records under ORS
60.224 or, if the shareholder is in litigation with the
corporation, to the same extent as any other litigant; or
(b) The power of a court, independent of this chapter, to
compel the production of corporate records for examination.
(6) For purposes of this section, 'shareholder' includes a
beneficial owner whose shares are held in a voting trust or by a
nominee on behalf of the beneficial owner.
SECTION 14. { + Section 15 of this 2009 Act is added to and
made a part of ORS chapter 60. + }
SECTION 15. { + (1) In response to a request for information
related to a criminal investigation from a law enforcement
agency, the Attorney General, the Director of the Department of
Revenue or the Director of the Department of Consumer and
Business Services, the Secretary of State by order shall require
a corporation to:
(a) Provide to the Secretary of State within three business
days after the date of the order a copy of the list and statement
described in ORS 60.771 (4); or
(b) Answer within three business days after the date of the
order an interrogatory from the Secretary of State that will
assist in the investigation.
(2) Records and information a corporation provides to the
Secretary of State under subsection (1) of this section are
exempt from disclosure under ORS 192.410 to 192.505. However, the
Secretary of State shall provide the records and information to a
law enforcement agency, the Attorney General, the Director of the
Department of Revenue or the Director of the Department of
Consumer and Business Services upon request.
(3) The Secretary of State may impose a civil penalty as
provided in ORS 183.745 in an amount that does not exceed $2,500
against a corporation that fails to provide the records,
information or answers required under subsection (1) of this
section within 30 days after the date of the order. Penalties
recovered under this section shall be paid into the State
Treasury and credited to the General Fund.
(4) Violation of subsection (1)(a) or (b) of this section is a
Class A misdemeanor. + }
SECTION 16. ORS 63.001 is amended to read:
63.001. As used in this chapter:
(1) 'Anniversary' means { - that - } { + the + } day each
year { + that is + } exactly one or more years after:
(a) The date { - of filing by - } { + on which + } the
Secretary of State
{ - of - } { + files + } the articles of organization
{ - in the case of - } { + for + } a domestic limited
liability company.
(b) The date { - of filing by - } { + on which + } the
Secretary of State
{ - of an - } { + files a foreign limited liability
company's + } application for authority to transact business
{ - in the case of a foreign limited liability company - } .
(2) 'Articles of organization' means the document described in
ORS 63.047 { - for the purpose of forming - } { + that is
intended to form + } a limited liability company, including
articles of organization as { - they - } { + the articles of
organization + } may be amended or restated, articles of
conversion and articles of merger.
(3) 'Bankruptcy' means:
(a) Assignment by a member for the benefit of creditors;
(b) Commencement of a voluntary bankruptcy case by a member;
(c) Adjudication of a member as bankrupt or insolvent;
(d) Filing by a member of a petition or answer seeking for the
member { - any - } { + a + } reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar
relief under
{ - any - } { + a + } statute, law or rule;
(e) Filing by a member of an answer or other pleading admitting
or failing to contest the material allegations of a petition
filed against the member in { - any proceeding of this
nature - } { + a bankruptcy proceeding + };
(f) Seeking, consenting to or acquiescing in the appointment of
a trustee, receiver or liquidator of the member or of all or any
substantial part of the member's properties;
(g) Commencement of an involuntary bankruptcy case against a
member that has not been dismissed on or before the 120th day
after the commencement of the case;
(h) Appointment, without the member's consent, of a trustee,
receiver or liquidator either of the member or of all or any
substantial part of the member's properties that is not vacated
or stayed on or before the 90th day after appointment; or
(i) Appointment described in paragraph (h) of this subsection
that is not vacated on or before the 90th day after expiration of
the stay under paragraph (h) of this subsection.
{ + (4) 'Commercial registered agent' means a person
certified by the Secretary of State under section 20 of this 2009
Act. + }
{ - (4) - } { + (5) + } 'Contribution' means anything of
value { - which - } { + that + } a person contributes to the
limited liability company as a prerequisite for or in connection
with membership including cash, property or services rendered or
a promissory note or other binding obligation to contribute cash
or property or to perform services.
{ - (5) - } { + (6) + } 'Corporation' or 'domestic
corporation' means a corporation for profit { + that is + }
incorporated under ORS chapter 60.
{ - (6) - } { + (7) + } 'Distribution' means a direct or
indirect transfer of money or other property, except of a limited
liability company's own interests, or incurrence of indebtedness
by a limited liability company to or for the benefit of
{ - its - } { + the + } members { + of the limited liability
company + } in respect of { - any of its member's - } { + the
members' + } interests. A distribution may be in the form of a
declaration or payment of profits, a purchase, retirement or
other acquisition of interests, a distribution of indebtedness,
or otherwise.
{ - (7) - } { + (8) + } 'Domestic nonprofit corporation'
means a corporation not for profit incorporated under ORS chapter
65.
{ - (8) - } { + (9) + } 'Domestic professional corporation'
means a corporation organized under ORS chapter 58 for the
purpose of rendering professional services and for the purposes
provided under ORS chapter 58.
{ - (9) - } { + (10) + } 'Entity' includes a domestic or
foreign limited liability company, corporation, professional
corporation, foreign corporation, domestic or foreign nonprofit
corporation, domestic or foreign cooperative corporation, profit
or nonprofit unincorporated association, business trust, estate,
domestic or foreign general or limited partnership, trust, two or
more persons having a joint or common economic interest,
{ - any - } { + a + } state, the United States or
{ - any - } { + a + } foreign government.
{ - (10) - } { + (11) + } 'Foreign corporation' means a
corporation for profit incorporated under a law other than the
law of this state.
{ - (11) - } { + (12) + } 'Foreign limited liability
company' means an entity that is an unincorporated association
organized under the laws of a state other than this state, under
the laws of a federally recognized Indian tribe or under the laws
of a foreign country and that is organized under a statute under
which an association may be formed that affords to each of
{ - its - } { + the association's + } members limited
liability with respect to the liabilities of the entity.
{ - (12) - } { + (13) + } 'Foreign limited partnership'
means a limited partnership formed under the laws of any
jurisdiction other than this state and having as partners one or
more general partners and one or more limited partners.
{ - (13) - } { + (14) + } 'Foreign nonprofit corporation'
means a corporation not for profit organized under the laws of a
state other than this state.
{ - (14) - } { + (15) + } 'Foreign professional
corporation' means a professional corporation organized under the
laws of a state other than this state.
{ - (15) - } { + (16) + } 'Incompetency' means the entry of
a judgment by a court of competent jurisdiction adjudicating the
member incompetent to manage the member's person or estate.
{ - (16) - } { + (17) + } 'Individual' means a natural
person.
{ - (17) - } { + (18) + } 'Limited liability company' or
'domestic limited liability company' means an entity that is an
unincorporated association having one or more members that is
organized under this chapter.
{ - (18) - } { + (19) + } 'Limited partnership' or
'domestic limited partnership' means a partnership formed by two
or more persons under ORS chapter 70 and having one or more
general partners and one or more limited partners.
{ - (19) - } { + (20) + } 'Manager' or 'managers' means a
person or persons, who need not be members, designated by the
members of a manager-managed limited liability company to manage
the limited liability company's business and affairs.
{ - (20) - } { + (21) + } 'Manager-managed limited
liability company ' means a limited liability company that is
designated as a manager-managed limited liability company in
{ - its - } { + the + } articles of organization or
{ - whose - } { + for which the + } articles of organization
otherwise expressly provide that the limited liability company
will be managed by a manager or managers.
{ - (21) - } { + (22)(a) + } ' Member' or 'members' means
a person or persons with both an ownership interest in a limited
liability company and all the rights and obligations of a member
specified under this chapter.
{ + (b) + } 'Member' does not include an assignee of an
ownership interest who has not also acquired the voting and other
rights appurtenant to membership.
{ - (22) - } { + (23) + } 'Member-managed limited liability
company ' means a limited liability company other than a
manager-managed limited liability company.
{ - (23) - } { + (24) + } 'Membership interest' or
'interest' means a member's collective rights in a limited
liability company, including the member's share of profits and
losses of the limited liability company, the right to receive
distributions of the limited liability company's assets and any
right to vote or participate in management.
{ - (24) - } { + (25) + } 'Office,' when used to refer to
the administrative unit directed by the Secretary of State, means
the office of the Secretary of State.
{ - (25) - } { + (26) + } 'Operating agreement' means
{ - any - } { + a + } valid agreement, written or oral, of the
member or members as to the affairs of a limited liability
company and the conduct of { - its - } { + the + }
business { + of the limited liability company + }.
{ - (26) - } { + (27) + } 'Organizer' means one of the
signers of the initial articles of organization.
{ - (27) - } { + (28) + } 'Party' { - includes - } { +
means + } an individual who was, is or is threatened to be made a
named defendant or respondent in a proceeding.
{ - (28) - } { + (29) + } 'Person' means an individual or
entity.
{ - (29) - } { + (30) + } 'Proceeding' means { - any - }
{ + a + } threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or
investigatory and whether formal or informal.
{ - (30) - } { + (31) + } 'State,' when referring to a part
of the United States, includes a state, commonwealth, territory
or insular possession of the United States and { - its - }
{ + the + } agencies and governmental subdivisions { + of the
state, commonwealth, territory or insular possession + }.
{ - (31) - } { + (32) + } 'United States' includes a
district, authority, bureau, commission, department or { - any
other - } agency of the United States.
SECTION 17. { + Sections 18 to 22 of this 2009 Act are added
to and made a part of ORS chapter 63. + }
SECTION 18. { + (1) A person may not be appointed to accept
service of process, notice or demand for 10 or more limited
liability companies or for an individual or entity that is a
registered agent for 10 or more limited liability companies
unless:
(a) The person meets the requirements set forth in ORS 63.111;
and
(b) The Secretary of State certifies the person as a commercial
registered agent under section 20 of this 2009 Act.
(2) Subsection (1) of this section does not apply to an
attorney licensed or authorized to practice law in this state if
as an incidental part of the attorney's practice of law the
attorney is appointed to accept service, notice or demand on
behalf of 10 or more limited liability companies. + }
SECTION 19. { + (1) A person required under section 18 of this
2009 Act to be certified as a commercial registered agent shall
apply in writing in a form the Secretary of State prescribes by
rule and shall attest under penalty of perjury that the contents
of the application are true.
(2) All applications submitted under subsection (1) of this
section must contain:
(a) The applicant's exact legal name;
(b) The applicant's address and telephone number or other
contact information;
(c) A statement that the applicant is 18 years of age or older
if the applicant is an individual;
(d) A history of the applicant's material litigation and
criminal convictions in the five-year period before the date of
the application; and
(e) Other information the Secretary of State may require.
(3) If the applicant is a corporation or other business entity,
in addition to the information required under subsection (2) of
this section, the application must contain:
(a) The fictitious name, assumed business name or trade name
the applicant uses in conducting the applicant's business;
(b) The name, address and telephone number or other contact
information for the applicant's registered agent in this state or
for a person that has authority to act on the applicant's behalf;
(c) The names, addresses and telephone numbers or other contact
information for the corporation's officers and directors, the
limited liability company's members, the partnership's partners
or other persons authorized to act on behalf of the entity;
(d) The address, telephone number and hours of business for the
location in which the applicant conducts business;
(e) The date of the applicant's incorporation and the state of
incorporation;
(f) A copy of a certificate of existence from the state in
which the applicant was incorporated or organized;
(g) A history of the material litigation and criminal
convictions in the five-year period before the date of the
application for each of the entity's officers, directors,
members, partners or other persons authorized to act on the
entity's behalf; and
(h) Other information the Secretary of State may require.
(4) A person that submits an application under subsection (1)
of this section shall pay to the Secretary of State a fee in an
amount the Secretary of State sets by rule. The Secretary of
State shall set the fee such that the aggregate of fees collected
under this subsection is sufficient to pay the costs of
administering and enforcing sections 18 to 22 of this 2009 Act.
Fees collected under this subsection shall be paid and credited
as provided in ORS 56.041. + }
SECTION 20. { + (1) The Secretary of State shall review an
application submitted under section 19 of this 2009 Act and may
verify the information the applicant provided in the application
and investigate the applicant's responsibility, business
experience, litigation and criminal history and general fitness.
Except as provided in subsection (2) of this section, if the
Secretary of State finds that the applicant will conduct business
as a commercial registered agent honestly and in a manner that
commands the confidence and trust of the community, the Secretary
of State shall certify the applicant as a commercial registered
agent.
(2) The Secretary of State may not certify an applicant as a
commercial registered agent if the applicant:
(a) Is an individual who has:
(A) Been convicted of a felony;
(B) Engaged in dishonest, fraudulent or illegal practices in
connection with an appointment as a registered agent; or
(C) Had a certification, registration, authority or other
ability to act as a registered agent denied, suspended or revoked
in another state.
(b) Is a corporation or other business entity, a director,
officer, member or partner of which has:
(A) Been convicted of a felony;
(B) Engaged in dishonest, fraudulent or illegal practices in
connection with an appointment as a registered agent; or
(C) Had a certification, registration, authority or other
ability to act as a registered agent denied, suspended or revoked
in another state.
(3) A certification issued under this section is valid for the
calendar year in which the Secretary of State issues the
certification. The certification expires on December 31 of each
calendar year.
(4) The Secretary of State may publish or disseminate a list of
persons certified as commercial registered agents. + }
SECTION 21. { + A person certified as a commercial registered
agent under section 20 of this 2009 Act shall:
(1) Maintain a physical address in this state;
(2) Accept service of process, notice or demand as provided in
ORS 63.121 for a limited liability company that has appointed the
person as a registered agent;
(3) Maintain a current and accurate address for the limited
liability company on behalf of which the person accepts the
service, notice or demand;
(4) Maintain current versions of records that are required to
be kept under ORS 63.771 (3) if a corporation appointed the
person as a records custodian in accordance with ORS 63.771 (1);
(5) Keep a copy of the agreement or contract that creates an
agency relationship between the person and each limited liability
company that has appointed the person as the limited liability
company's registered agent;
(6) Respond timely to a lawful demand for production of records
or information the registered agent keeps or maintains on behalf
of a limited liability company that appointed the person as a
registered agent or records custodian;
(7) Keep records of the person's activities as a commercial
registered agent that the Secretary of State by rule requires the
person to keep and produce the records upon the request of the
Secretary of State; and
(8) Notify the Secretary of State if information the person
provided in an application under section 19 of this 2009 Act
changes and provide the Secretary of State with a current version
of the information within 10 business days after the information
changes. + }
SECTION 22. { + The Secretary of State may suspend or revoke a
certification issued under section 20 of this 2009 Act if a
commercial registered agent fails to pay a fee required under
section 19 of this 2009 Act or if the commercial registered
agent:
(1) Is an individual who:
(a) Violated a provision of section 21 of this 2009 Act;
(b) Cannot be located or served with process, notice or demand
at the address provided on the application for certification or
in the most recent notice to the Secretary of State of a change
in the information provided on the application;
(c) Was convicted of a felony or engaged in a dishonest,
illegal or fraudulent act or practice in connection with the
commercial registered agent's duties as a commercial registered
agent;
(d) Had a certification, registration, authority or other
ability to act as a registered agent denied, suspended or revoked
in another state; or
(e) Knowingly provided, false, inaccurate or misleading
information in connection with an application submitted under
section 19 of this 2009 Act or a notice provided to the Secretary
of State under section 21 (8) of this 2009 Act.
(2) Is a corporation or other business entity, a director,
officer, member or partner of which:
(a) Violated a provision of section 21 of this 2009 Act;
(b) Cannot be located or served with process, notice or demand
at the address provided on the application for certification or
in the most recent notice to the Secretary of State of a change
in the information provided on the application;
(c) Was convicted of a felony or engaged in a dishonest,
illegal or fraudulent act or practice in connection with the
commercial registered agent's duties as a commercial registered
agent;
(d) Had a certification, registration, authority or other
ability to act as a registered agent denied, suspended or revoked
in another state; or
(e) Knowingly provided, false, inaccurate or misleading
information in connection with an application submitted under
section 19 of this 2009 Act or a notice provided to the Secretary
of State under section 21 (8) of this 2009 Act.
(3) The Secretary of State shall notify a commercial registered
agent of a suspension or revocation under this section and shall
provide an opportunity for a hearing in accordance with the
provisions of ORS 183.413 to 183.470. The Secretary of State by
order may reinstate a certification for a commercial registered
agent if the Secretary of State is satisfied that the commercial
registered agent has remedied the deficiency that caused the
Secretary of State to order the suspension or revocation. + }
SECTION 23. ORS 63.647 is amended to read:
63.647. The Secretary of State may commence a proceeding under
ORS 63.651 to administratively dissolve a limited liability
company if:
(1) The limited liability company does not pay when due any
fees imposed by this chapter;
(2) The limited liability company does not deliver
{ - its - } { + the limited liability company's + } annual
report to the Secretary of State when due;
(3) The limited liability company is without a registered agent
or registered office in this state;
(4) The limited liability company does not notify the Secretary
of State that { - its - } { + the limited liability
company's + } registered agent or registered office has
{ - been - } changed, that
{ - its - } { + the limited liability company's + }
registered agent has resigned or that { - its - } { + the
limited liability company's + } registered office has been
discontinued; { - or - }
{ + (5) The limited liability company fails to comply with
the requirements set forth in ORS 63.771 (3) or a member, manager
or records custodian of the limited liability company knowingly
provides false, inaccurate or misleading information in
connection with an order issued under section 27 of this 2009
Act; or + }
{ - (5) - } { + (6) + } The limited liability company's
period of duration stated in { - its - } { + the limited
liability company's + } articles of organization expires.
SECTION 24. ORS 63.654 is amended to read:
63.654. (1) { + Except as provided in subsection (3) of this
section, + }a limited liability company { + that is + }
administratively dissolved under ORS 63.651 may apply to the
Secretary of State for reinstatement within five years from the
date of dissolution. The application shall:
(a) State the name of the limited liability company and the
effective date of { - its - } { + the limited liability
company's + } administrative dissolution; and
(b) State that the ground or grounds for dissolution either did
not exist or have been eliminated.
(2) If the Secretary of State determines that the application
contains the information required by subsection (1) of this
section, that the information is correct and that the limited
liability company's name satisfies the requirements of ORS
63.094, the Secretary of State shall reinstate the limited
liability company.
{ + (3) A limited liability company that the Secretary of
State administratively dissolved for reasons set forth in ORS
63.647 (5) may not apply for reinstatement until the limited
liability company complies with the requirements of ORS 63.771
(3) or corrects false, inaccurate or misleading information the
limited liability company provided in connection with an order
issued under section 27 of this 2009 Act. + }
{ - (3) - } { + (4) + } When the reinstatement is
effective, { - it - } { + the reinstatement + } relates back
to and takes effect as of the effective date of the
administrative dissolution and the limited liability company
resumes carrying on { - its - } { + the + } business { + of
the limited liability company + } as if the administrative
dissolution had never occurred.
SECTION 25. ORS 63.771 is amended to read:
63.771. (1) { - Each - } { + A + } limited liability
company shall keep at an office specified in the manner provided
in { - any - } { + the limited liability company's + }
operating agreement or, if none, at the registered office, the
{ - following: - } { + materials identified in subsection (2)
of this section. The limited liability company shall appoint a
records custodian, who may be the limited liability company's
registered agent, to keep the records required under this
section. The records custodian must reside in the United States.
The limited liability company shall provide the name of and
current address and other contact information for the records
custodian to the Secretary of State and shall notify the
Secretary of State immediately if the name of or contact
information for the records custodian changes.
(2) The materials the limited liability company must keep
are: + }
(a) A current list of the full name and last-known business,
residence or mailing address of each member and manager, both
past and present.
(b) A copy of the articles of organization and all amendments
thereto, together with executed copies of { - any - } powers
of attorney pursuant to which any amendment has been executed.
(c) Copies of the limited liability company's federal, state
and local income tax returns and reports, if any, for the three
most recent years.
(d) Copies of { - any - } currently effective written
operating agreements and all amendments thereto, copies of any
writings permitted or required under this chapter, and copies of
{ - any - } financial statements of the limited liability
company for the three most recent years.
(e) Unless contained in a written operating agreement or in a
writing permitted or required under this chapter, a statement
prepared and certified as accurate by a manager of the limited
liability company { - which - } { + that + } describes:
(A) The amount of cash and a description and statement of the
agreed value of other property or services contributed by each
member and { - which - } { + that + } each member has agreed
to contribute in the future;
(B) The times at which or events on the occurrence of which
{ - any - } { + an + } additional { - contributions - }
{ + contribution + } agreed to be made by each member
{ - are - } { + is + } to be made; and
(C) If agreed upon, the time at which or the events on the
occurrence of which the limited liability company is dissolved
and
{ - its - } { + the + } affairs { + of the limited liability
company are + } wound up.
{ + (3) A limited liability company, the interests of which
are not publicly traded, in addition to the information required
under subsection (2) of this section shall maintain a current
record in a form that permits the preparation of a list in
alphabetical order of the limited liability company's individual
members, managers and persons who are assignees of a membership
interest. The limited liability company shall provide the record
and the list to the limited liability company's records
custodian. The list must identify each individual member, manager
and assignee by name and include an address and other contact
information for the member, manager or assignee. If the member,
manager or assignee is not a United States citizen or lawful
permanent resident of the United States, the records custodian
shall state in writing under penalty of perjury that the limited
liability company:
(a) Has verified the identity and name of and address and
contact information for the member, manager or assignee;
(b) Has a copy of the page of the member's, manager's or
assignee's passport or government-issued identification that
displays a photograph of the member, manager or assignee and the
name of and other identifying information for the member, manager
or assignee;
(c) Will provide proof of the verification to the Secretary of
State upon request; and
(d) Will retain the information and documents the limited
liability company obtained and used for the verification for the
duration of the limited liability company's existence and deliver
the information and documents to the records custodian for
retention for five years following the limited liability
company's dissolution. + }
{ - (2) - } { + (4) + } Any limited liability company
records are subject to inspection and copying at the reasonable
request, and at the expense, of any member during ordinary
business hours.
{ - (3) - } { + (5) + } Failure of the limited liability
company to keep or maintain any of the records or information
required pursuant to this section { - shall - } { + is + }
not { - be - } grounds for imposing liability on any person
for the debts and obligations of the limited liability company.
{ + (6) As used in this section, 'publicly traded' means
traded on an established exchange or market that is subject to
the regulatory authority of a state, the United States, a foreign
government or an agency of a state, the United States or a
foreign government. + }
SECTION 26. { + Section 27 of this 2009 Act is added to and
made a part of ORS chapter 63. + }
SECTION 27. { + (1) In response to a request for information
related to a criminal investigation from a law enforcement
agency, the Attorney General, the Director of the Department of
Revenue or the Director of the Department of Consumer and
Business Services, the Secretary of State by order shall require
a limited liability company to:
(a) Provide to the Secretary of State within three business
days after the date of the order a copy of the list and statement
described in ORS 63.771 (3); or
(b) Answer within three business days after the date of the
order an interrogatory from the Secretary of State that will
assist in the investigation.
(2) Records and information a limited liability company
provides to the Secretary of State under subsection (1) of this
section are exempt from disclosure under ORS 192.410 to 192.505.
However, the Secretary of State shall provide the records and
information to a law enforcement agency, the Attorney General,
the Director of the Department of Revenue or the Director of the
Department of Consumer and Business Services upon request.
(3) The Secretary of State may impose a civil penalty as
provided in ORS 183.745 in an amount that does not exceed $2,500
against a limited liability company that fails to provide the
records, information or answers required under subsection (1) of
this section within 30 days after the date of the order.
Penalties recovered under this section shall be paid into the
State Treasury and credited to the General Fund.
(4) Violation of subsection (1)(a) or (b) of this section is a
Class A misdemeanor. + }
SECTION 28. ORS 56.041 is amended to read:
56.041. (1) The Operating Account is established in the General
Fund of the State Treasury.
(2) The net amount accruing to the Secretary of State from all
fees, charges, interest, fines, penalties and miscellaneous
revenues from all sources relating to business registry
functions, and moneys received by the Secretary of State under
ORS chapters 79 and 194 and ORS 80.100 to 80.130, 87.246, 87.767
and 87.806 to 87.831 shall, after deduction of refunds, be paid
over to the State Treasurer and deposited at least monthly in the
Operating Account.
(3) { + Except for moneys deposited from fees collected under
ORS 56.140 (2), + }moneys deposited to the credit of the
Operating Account are continuously appropriated { + to the
Secretary of State + } for the expenses of carrying out the
functions and duties of the Secretary of State relating to
business registry, and the functions and duties of the Secretary
of State under ORS chapters 79 and 194 and ORS 80.100 to 80.130,
87.246, 87.767 and 87.806 to 87.831. { + Moneys deposited from
fees collected under ORS 56.140 (2) are continuously appropriated
to the Secretary of State for the expenses of carrying out the
functions and duties of the Secretary of State under, and
enforcing the provisions of, ORS 60.647 and 63.647 and sections
15 and 27 of this 2009 Act. + }
(4) At the end of each month { + , + } { - : - }
{ - (a) - } the Secretary of State shall determine for that
month the number of business registry filings for which the
Secretary of State collected the { - fee - } { + fees + }
described in ORS 56.140 { + (1) and (2) + } { + and shall
transfer + } { - ; and - }
{ - (b) - } an amount equal to $30 for each business
registry filing { - described in paragraph (a) of this
subsection shall be transferred - } to the General Fund { + ,
which amount + } { - and - } shall become available for
general governmental expenses.
(5) { - As of - } { + Not later than + } July 1 of each
year, { + the Secretary of State shall transfer to the General
Fund + } any unexpended and unobligated balance in the Operating
Account that is in excess of the amount that is necessary to
administer the functions and duties of the Secretary of State as
described in subsection (3) of this section for two months, as
certified by the Secretary of State { - , shall be transferred
to the General Fund and shall become - } { + . The moneys
transferred under this subsection are + } available for general
governmental expenses.
SECTION 29. ORS 56.140 is amended to read:
56.140. (1) { + Except as provided in subsection (2) of this
section, + }the Secretary of State shall collect a nonrefundable
fee of $50 for each document delivered for filing to the
Secretary of State as part of the secretary's business registry
functions described in ORS 56.022.
{ + (2) The Secretary of State shall collect a nonrefundable
fee of $100 for each annual report delivered for filing to the
Secretary of State under ORS 60.787 and 63.787 and for each
delivery of articles of incorporation for filing under ORS 60.051
and articles of organization for filing under ORS 63.051. + }
{ - (2) - } { + (3) + } The Secretary of State by rule may
establish fees, in addition to those provided for in
{ - subsection (1) - } { + subsections (1) and (2) + } of this
section, for:
(a) Copying any public record maintained by the secretary and
relating to the secretary's business registry functions, and for
certifying the copy; and
(b) Certifying to other facts of record, including certificates
of existence, relating to the secretary's business registry
functions.
{ - (3) - } { + (4) + } The Secretary of State shall
collect a nonrefundable fee of $20 each time process { + that is
related to the Secretary of State's business registry
functions + } is served on the Secretary of State { - and the
process relates to the secretary's business registry
functions - } .
{ - (4) - } { + (5) + } The Secretary of State may waive
collection of any fee, charge or interest { - , - } or portion
of a fee, charge or interest { - , - } that is collectible by
the Secretary of State as part of the secretary's business
registry functions.
{ - (5) - } { + (6) + } The Secretary of State by rule
shall establish and collect reasonable fees for the following
services relating to the secretary's business registry functions:
(a) Computer generated lists on electronic data processing
media.
(b) Terminal access to the files of the office.
(c) Microfilm records of the files of the office.
(d) Microfilm processing and development services.
(e) Copies of the programs and files on paper or electronic
data processing media.
SECTION 30. ORS 58.410 is amended to read:
58.410. { + (1) Except as provided in subsection (2) of this
section, + }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.
{ + (2) The Secretary of State may not collect a fee under
ORS 56.140 (2) for a document delivered for filing under this
chapter. + }
SECTION 31. ORS 62.030 is amended to read:
62.030. { + (1) Except as provided in subsection (2) of this
section, + }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.
{ + (2) The Secretary of State may not collect a fee under
ORS 56.140 (2) for a document delivered for filing under this
chapter. + }
SECTION 32. ORS 65.007 is amended to read:
65.007. { + (1) Except as provided in subsection (2) of this
section, + }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.
{ + (2) The Secretary of State may not collect a fee under
ORS 56.140 (2) for a document delivered for filing under this
chapter. + }
SECTION 33. ORS 67.525 is amended to read:
67.525. { + (1) Except as provided in subsection (2) of this
section, + }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.
{ + (2) The Secretary of State may not collect a fee under
ORS 56.140 (2) for a document delivered for filing under this
chapter. + }
SECTION 34. ORS 70.065 is amended to read:
70.065. { + (1) Except as provided in subsection (2) of this
section, + }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.
{ + (2) The Secretary of State may not collect a fee under
ORS 56.140 (2) for a document delivered for filing under this
chapter. + }
SECTION 35. ORS 128.600 is amended to read:
128.600. { + (1) Except as provided in subsection (2) of this
section, + }the Secretary of State shall collect the fees
described in ORS 56.140 for each document delivered for filing
under ORS 128.560 to 128.600 and for process served on the
secretary under ORS 128.560 to 128.600. The secretary may collect
the fees described in ORS 56.140 for copying any public record
under ORS 128.560 to 128.600, certifying the copy or certifying
to other facts of record under ORS 128.560 to 128.600.
{ + (2) The Secretary of State may not collect a fee under
ORS 56.140 (2) for a document delivered for filing under ORS
128.560 to 128.600. + }
SECTION 36. ORS 554.016 is amended to read:
554.016. { + (1) Except as provided in subsection (2) of this
section, + }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.
{ + (2) The Secretary of State may not collect a fee under
ORS 56.140 (2) for a document delivered for filing under this
chapter. + }
SECTION 37. ORS 647.009 is amended to read:
647.009. { + (1) Except as provided in subsection (2) of this
section, + }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.
{ + (2) The Secretary of State may not collect a fee under
ORS 56.140 (2) for a document delivered for filing under this
chapter. + }
SECTION 38. ORS 648.115 is amended to read:
648.115. { + (1) Except as provided in subsection (2) of this
section, + }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.
{ + (2) The Secretary of State may not collect a fee under
ORS 56.140 (2) for a document delivered for filing under this
chapter. + }
SECTION 39. ORS 649.090 is amended to read:
649.090. { + (1) Except as provided in subsection (2) of this
section, + }the Secretary of State shall collect the fees
described in ORS 56.140 for each document delivered for filing
under ORS 649.010 to 649.060. The secretary may collect the fees
described in ORS 56.140 for copying any public record registered
or filed under ORS 649.010 to 649.060, certifying the copy or
certifying to other facts of record under ORS 649.010 to 649.060.
{ + (2) The Secretary of State may not collect a fee under
ORS 56.140 (2) for a document delivered for filing under ORS
649.010 to 649.060. + }
SECTION 40. ORS 661.245 is amended to read:
661.245. { + (1) Except as provided in subsection (2) of this
section, + }the Secretary of State shall collect the fees
described in ORS 56.140 for each document delivered for filing
under ORS 661.210 to 661.280 and for process served on the
secretary under ORS 661.210 to 661.280. The secretary may collect
the fees described in ORS 56.140 for copying any public record
under ORS 661.210 to 661.280, certifying the copy or certifying
to other facts of record under ORS 661.210 to 661.280.
{ + (2) The Secretary of State may not collect a fee under
ORS 56.140 (2) for a document delivered for filing under ORS
661.210 to 661.280. + }
SECTION 41. { + (1) Sections 3 to 7, 15, 18 to 22 and 27 of
this 2009 Act and the amendments to ORS 56.041, 56.140, 58.410,
60.001, 60.307, 60.647, 60.654, 60.771, 60.774, 62.030, 62.690,
63.001, 63.647, 63.654, 63.771, 65.007, 67.525, 70.065, 128.600,
554.016, 647.009, 648.115, 649.090 and 661.245 by sections 1, 8
to 13, 16, 23 to 25 and 28 to 40 of this 2009 Act become
operative 90 days following the effective date of this 2009 Act.
(2) The Secretary of State may take any action before the
operative date set forth in subsection (1) of this section that
is necessary to enable the Secretary of State to exercise, on and
after the operative date, all of the duties, functions and powers
conferred on the Secretary of State by sections 3 to 7, 15, 18 to
22 and 27 of this 2009 Act and the amendments to ORS 56.041,
56.140, 58.410, 60.001, 60.307, 60.647, 60.654, 60.771, 60.774,
62.030, 62.690, 63.001, 63.647, 63.654, 63.771, 65.007, 67.525,
70.065, 128.600, 554.016, 647.009, 648.115, 649.090 and 661.245
by sections 1, 8 to 13, 16, 23 to 25 and 28 to 40 of this 2009
Act. + }
SECTION 42. { + This 2009 Act being necessary for the
immediate preservation of the public peace, health and safety, an
emergency is declared to exist, and this 2009 Act takes effect on
its passage. + }
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