Chapter 486 Oregon Laws 1999

Session Law

AN ACT

HB 2098

Relating to filings made with the Secretary of State; creating new provisions; and amending ORS 56.016, 58.134, 58.400, 58.450, 60.004, 60.017, 62.025, 62.050, 63.017, 65.004, 65.017, 67.535, 70.070, 70.100, 70.115, 70.355, 70.375, 128.575, 554.005 and 554.015.

Be It Enacted by the People of the State of Oregon:

SECTION 1. ORS 56.016 is amended to read:

56.016. (1) Notwithstanding any provisions of ORS chapters 58, 60, 62, 63, 65, 67, 68, 70, 554, 647 and 648 or ORS 128.560 to 128.600 relating to the Secretary of State as the filing officer:

(a) A document may be delivered to the office of the Secretary of State for filing by electronic facsimile transmission if the original document is otherwise acceptable for filing.

(b) Any other reproduction of a document may be delivered to the office of the Secretary of State for filing if the original document is otherwise acceptable for filing.

(c) A document delivered under paragraph (a) or (b) of this subsection need not be accompanied by a true copy of the document. After filing a document delivered under paragraph (a) or (b) of this subsection, the Secretary of State shall return [a facsimile copy of the filed document, if requested, or a photocopy of the filed document,] an acknowledgment of filing to the domestic or foreign business entity or its representative.

(2) Subsection (1) of this section applies only to documents delivered to the office of the Secretary of State for filing under ORS chapters 58, 60, 62, 63, 65, 67, 68, 70, 554, 647 and 648 and ORS 128.560 to 128.600.

(3) The Secretary of State by rule may establish fees for receiving and [returning copies] sending acknowledgment of filing of documents delivered for filing under this section.

SECTION 2. ORS 58.134 is amended to read:

58.134. A foreign professional corporation may apply for authority to transact business in this state by delivering an application to the Office of Secretary of State for filing. The application must meet the requirements of ORS 60.707, and, in addition, shall set forth:

(1) The professional service or services to be rendered in this state through the foreign professional corporation; and

(2) Any other business purposes permitted under ORS 58.076[; and]

[(3) The names, professions and addresses, including street and number, of all shareholders and directors who are licensed to render the professional service or services of the foreign professional corporation in this state].

SECTION 3. ORS 58.400 is amended to read:

58.400. (1) A document must satisfy the requirements of this section or any other section that modifies these requirements, to be entitled to filing by the Secretary of State.

(2) This chapter must require or permit filing the document with the Office of Secretary of State.

(3) The document shall contain the information required by this chapter. It may contain other information as well.

(4) The document must be legible.

(5) The document must be in the English language. The certificate of existence required of foreign professional corporations need not be in English if accompanied by a reasonably authenticated English translation.

(6) The document must be executed:

(a) By the chairman of the board of directors of a domestic or foreign professional corporation, its president or another of its officers;

(b) If directors have not been selected or before the organizational meeting, by an incorporator; or

(c) If the professional corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that receiver, trustee or fiduciary.

(7) The person executing the document shall state beneath or opposite the signature the name of the person and the capacity in which the person signs. The document may, but is not required to contain:

(a) The corporate seal;

(b) An attestation by the secretary or an assistant secretary; and

(8) If the Secretary of State has prescribed a mandatory form for the document under ORS 58.440, the document must be in or on the prescribed form.

(9) The document must be delivered to the Office of Secretary of State accompanied by [a true copy, except as provided in ORS 58.225, 60.114, 60.117, 60.724 and 60.727 and] the required fees.

(10) Delivery of a document to the Office of Secretary of State is accomplished only when the document is actually received by the Office of Secretary of State.

SECTION 4. ORS 58.450 is amended to read:

58.450. (1) If a document delivered to the Office of Secretary of State for filing satisfies the requirements of ORS 58.400, the Secretary of State shall file it.

(2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, except as provided in ORS 58.225, 60.114, 60.117, 60.724 and 60.727, the Secretary of State shall return [the true copy] an acknowledgment of filing to the professional corporation or its representative.

(3) If the Secretary of State refuses to file a document, the Secretary of State shall return it to the professional corporation or its representative within 10 business days after the document was delivered together with a brief written explanation of the reason for the refusal.

(4) The Secretary of State's duty to file documents under this section is ministerial and is limited in scope of review as set out by rule of the Secretary of State. The Secretary of State is not required to verify or inquire into the legality or truth of any matter included in any document delivered to the Office of Secretary of State for filing. The Secretary of State's filing or refusing to file a document does not:

(a) Affect the validity or invalidity of the document in whole or part; or

(b) Relate to the correctness or incorrectness of information contained in the document.

(5) The Secretary of State's refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect.

SECTION 5. ORS 60.004 is amended to read:

60.004. (1) A document must satisfy the requirements of this section except as any other section modifies these requirements, to be entitled to filing by the Secretary of State.

(2) This chapter must require or permit filing the document with the office.

(3) The document shall contain the information required by this chapter. It may contain other information as well.

(4) The document must be legible.

(5) The document must be in the English language. The certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

(6) The document must be executed:

(a) By the chair of the board of directors of a domestic or foreign corporation, its president or another of its officers;

(b) If directors have not been selected or before the organizational meeting, by an incorporator; or

(c) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary, receiver or trustee.

(a) The corporate seal;

(b) An attestation by the secretary or an assistant secretary; or

(8) If the Secretary of State has prescribed a mandatory form for the document under ORS 60.016, the document must be in or on the prescribed form.

(9) The document must be delivered to the Office of the Secretary of State and must be accompanied by [a true copy, except as provided in ORS 60.114, 60.117, 60.671, 60.674, 60.724, 60.727 and 60.787, and] the required fees.

(10) Delivery of a document to the office is accomplished only when the document is actually received by the office.

SECTION 6. ORS 60.017 is amended to read:

60.017. (1) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of ORS 60.004, the Secretary of State shall file it.

(2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, except as provided in ORS 60.114, 60.117, 60.671, 60.674, 60.724, 60.727 and 60.787, the Secretary of State shall return [the true copy] an acknowledgment of filing to the domestic or foreign corporation or its representative.

(3) If the Secretary of State refuses to file a document, the Secretary of State shall return it to the domestic or foreign corporation or its representative within 10 business days after the document was delivered together with a brief written explanation of the reason for the refusal.

(4) The Secretary of State's duty to file documents under this section is ministerial. The Secretary of State is not required to verify or inquire into the legality or truth of any matter included in any document delivered to the office for filing. The Secretary of State's filing or refusing to file a document does not:

(a) Affect the validity or invalidity of the document in whole or part; or

(b) Relate to the correctness or incorrectness of information contained in the document.

(5) The Secretary of State's refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect.

SECTION 7. ORS 62.025 is amended to read:

62.025. (1) A document must satisfy the requirements of this section or any other section that modifies these requirements, to be entitled to filing by the Secretary of State.

(2) This chapter must require or permit filing the document with the Office of Secretary of State.

(3) The document shall contain the information required by this chapter. It may contain other information as well.

(4) The document must be legible.

(5) The document must be in the English language.

(6) The document must be executed:

(a) By the chairman of the board of directors of a domestic cooperative, its president or another of its officers;

(b) If directors have not been selected or before the organizational meeting, by an incorporator; or

(c) If the cooperative is in the hands of a receiver, trustee or other court-appointed fiduciary, by that receiver, trustee or fiduciary.

(a) The corporate seal;

(b) An attestation by the secretary or an assistant secretary; and

(8) If the Secretary of State has prescribed a mandatory form for the document under ORS 62.045, the document must be in or on the prescribed form.

(9) The document must be delivered to the Office of Secretary of State and must be accompanied by [a true copy, except as provided in ORS 62.155 and 62.455, and] the required fees.

(10) Delivery of a document to the Office of Secretary of State is accomplished only when the document is actually received by the Office of Secretary of State.

SECTION 8. ORS 62.050 is amended to read:

62.050. (1) If a document delivered to the Office of Secretary of State for filing satisfies the requirements of ORS 62.025, the Secretary of State shall file it.

(2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, except as provided in ORS 62.155 and 62.455, the Secretary of State shall return [the true copy] an acknowledgment of filing to the cooperative or its representative.

(3) If the Secretary of State refuses to file a document, the Secretary of State shall return it to the cooperative or its representative within 10 business days after the document was delivered together with a brief written explanation of the reason for the refusal.

(a) Affect the validity or invalidity of the document in whole or part; or

(b) Relate to the correctness or incorrectness of information contained in the document.

(5) The Secretary of State's refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect.

SECTION 9. ORS 63.017 is amended to read:

63.017. (1) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of ORS 63.004, the Secretary of State shall file it.

(2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, the Secretary of State shall return [a copy] an acknowledgment of filing to the domestic or foreign limited liability company or its representative.

(3) If the Secretary of State refuses to file a document, the Secretary of State shall return it to the domestic or foreign limited liability company or its representative within 10 business days after the document was delivered together with a brief written explanation of the reason for the refusal.

(a) Affect the validity or invalidity of the document in whole or part; or

(b) Relate to the correctness or incorrectness of information contained in the document.

(5) The Secretary of State's refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect.

SECTION 10. ORS 65.004 is amended to read:

65.004. (1) A document must satisfy the requirements of this section, except as any other provision of this chapter modifies these requirements, to be entitled to filing by the Secretary of State under authority of this chapter.

(2) The document must be one required or permitted to be filed in the Office of the Secretary of State.

(3) The document shall contain the information required by this chapter. It may contain other information as well.

(4) The document must be legible.

(5) The document must be written in the alphabet used to write the English language, but may include Arabic or Roman numerals and incidental punctuation. The certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

(6) The document must be executed:

(a) By a fiduciary, receiver or trustee, if the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary;

(b) By an incorporator, if directors have not been selected or its execution is before the organizational meeting;

(d) By the chairperson of the board of directors of a domestic or foreign corporation, its president or otherwise by another of its officers.

(7) The document shall state beneath or opposite the signature the name of the person and the capacity in which the person signs. The document may, but is not required to, contain:

(a) The corporate seal;

(b) An attestation by the secretary or an assistant secretary; or

(8) If the Secretary of State has prescribed a mandatory form for a document under ORS 65.016, the document must be in or on the prescribed form.

(9) The document must be delivered to the Office of the Secretary of State for filing and must be accompanied by [one exact or conformed copy, except as provided in ORS 65.114, 65.671, 65.674, 65.724 and 65.787, and] the correct filing fee.

(10) A document is deemed filed or effective only as provided in ORS 56.080, 65.001, 65.011, 65.014 and 65.017.

SECTION 11. ORS 65.017 is amended to read:

65.017. (1) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of ORS 65.004, the Secretary of State shall file it.

(2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. The time of filing shall be deemed to be 12:01 a.m. on that date. After filing a document, except those referred to in ORS 65.114, 65.671, 65.674, 65.724 and 65.787, the Secretary of State shall return [a copy] an acknowledgment of filing to the domestic or foreign corporation or its representative.

(3) If the Secretary of State refuses to file a document, the Secretary of State shall return it to the domestic or foreign corporation or its representative within 10 business days after the document was received by the Office of the Secretary of State, together with a brief written explanation of the reason or reasons for the refusal.

(4) The Secretary of State's duty to file documents under this section is ministerial. The Secretary of State is not required to verify or inquire into the legality or truth of any matter included in any document delivered to the Office of the Secretary of State for filing. Except as provided elsewhere in this chapter, the Secretary of State's filing or refusing to file a document does not:

(a) Affect the validity or invalidity of the document in whole or in part except as provided in ORS 65.051; or

(b) Relate to the correctness or incorrectness of information contained in the document.

(5) The Secretary of State's refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect.

SECTION 12. ORS 67.535 is amended to read:

67.535. (1) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of ORS 67.520, the Secretary of State shall file it.

(2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, the Secretary of State shall return [a copy] an acknowledgment of filing to the limited liability partnership or foreign limited liability partnership or its representative.

(3) If the Secretary of State refuses to file a document, the Secretary of State shall return it to the limited liability partnership or foreign limited liability partnership or its representative within 10 business days after the document was delivered together with a brief written explanation of the reason for the refusal.

(4) The duty of the Secretary of State to file documents under this section is ministerial. The Secretary of State is not required to verify or inquire into the legality or truth of any matter included in any document delivered to the office of the Secretary of State for filing. The filing of or refusal to file a document by the Secretary of State does not:

(a) Affect the validity or invalidity of the document in whole or part; or

(b) Relate to the correctness or incorrectness of information contained in the document.

(5) The refusal by the Secretary of State to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect.

SECTION 13. ORS 70.070 is amended to read:

70.070. (1) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of this chapter, the Secretary of State shall file it.

(2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, except as provided in ORS 70.030 and 70.460, the Secretary of State shall return [the true copy] an acknowledgment of filing to the domestic or foreign limited partnership or its representative.

(3) If the Secretary of State refuses to file a document, the Secretary of State shall return the document to the domestic or foreign limited partnership or its representative within 10 business days after the document was delivered together with a brief written explanation of the reason for the refusal.

(a) Affect the validity or invalidity of the document in whole or part; or

(b) Relate to the correctness or incorrectness of information contained in the document.

(5) The Secretary of State's refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect.

SECTION 14. ORS 70.100 is amended to read:

70.100. (1) One original [and one true copy] of the certificate of limited partnership, of any certificates of amendment or cancellation or of any judgment or judicial order of amendment or cancellation, shall be submitted for filing to the Office of Secretary of State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of such authority as a prerequisite to filing. Unless the Secretary of State finds that any certificate does not conform to the filing requirements of this chapter, upon receipt of all filing fees required by law, the Secretary of State shall file the certificate, judgment or judicial order and return an acknowledgment of filing to the sender. [the copy marked "Filed."]

(2) Upon the filing of a certificate of amendment or judgment or judicial order of amendment by the Secretary of State, the certificate of limited partnership shall be amended as set forth therein.

(3) A certificate of limited partnership is canceled on the date that a certificate of cancellation or the judgment or judicial order of cancellation is filed by the Secretary of State unless the certificate, judgment or judicial order specifies another effective date.

SECTION 15. ORS 70.115 is amended to read:

70.115. Upon the return by the Secretary of State pursuant to ORS 70.100 of [a certificate marked "Filed,"] an acknowledgment of filing, the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise.

SECTION 16. ORS 70.355 is amended to read:

70.355. (1) Before transacting business in this state, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit for filing to the Office of Secretary of State [one original and one true copy of] an application for registration as a foreign limited partnership. The application shall be signed by a general partner and shall set forth the following:

(a) The name of the foreign limited partnership.

(b) The jurisdiction and the date of formation of the foreign limited partnership.

(c) The name and street address of the initial registered agent which the foreign limited partnership and all general partners thereof are required to maintain in this state under ORS 70.025.

(d) A mailing address to which the Secretary of State may mail notices as required by this chapter.

(e) The address of the office where the records listed in ORS 70.050 are maintained together with an undertaking by the foreign limited partnership to keep these records until the foreign limited partnership's registration in this state is canceled.

(f) The name and business address of each general partner.

(g) Any additional identifying information that the Secretary of State may require by rule.

(2) A person who signs the application for registration as a foreign limited partnership as an agent or fiduciary need not exhibit evidence of such authority as a prerequisite to filing.

(3) The execution by a general partner of the application for registration as a foreign limited partnership constitutes an affirmation under the applicable penalties of false swearing or perjury that the facts stated therein are true.

(4) The foreign limited partnership shall deliver with the completed application a certificate of existence or a similar document that is current within 60 days of the date of delivery. The certificate or document shall be authenticated by the official having custody of limited partnership records in the state or country under whose law the partnership is organized.

SECTION 17. ORS 70.375 is amended to read:

70.375. (1) A foreign limited partnership may cancel its registration by submitting for filing [an original and one true copy of] a certificate of cancellation to the Office of Secretary of State signed by a general partner.

(2) A certificate of cancellation shall set forth:

(a) The name of the limited partnership and the state or country under the laws of which it is organized;

(b) A statement that the limited partnership is not transacting business in this state;

(c) A statement that the limited partnership revokes the authority of its registered agent in this state to accept service of process, notice or demand and consents that service of process, notice or demand in any action, suit or proceeding based upon any transaction, event or occurrence that took place in this state prior to the filing of the certificate of cancellation may thereafter be made on the limited partnership by service on the Secretary of State; and

(d) A mailing address to which the person initiating any proceeding may mail a copy of any process, notice or demand to the limited partnership that has been served on the Secretary of State.

(3) The certificate of cancellation shall be signed by one of the general partners or, if the foreign limited partnership is in the hands of a receiver or trustee, shall be signed by the receiver or trustee.

(4) If the Secretary of State finds that the certificate conforms to the filing requirements of this chapter, the Secretary of State shall file the certificate and return [the copy marked "Filed"] an acknowledgment of filing to the sender. Upon the filing of the certificate of cancellation, the authority of the foreign limited partnership to transact business in this state shall cease.

(5) A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transaction of business in this state.

SECTION 18. ORS 128.575 is amended to read:

128.575. (1) Any business trust desiring to do business in this state shall first submit to the Office of Secretary of State [two copies] a copy of the trust instrument creating [such] the trust and any subsequent amendments [thereto] to the trust and [an original and one true copy of] a document setting forth:

(a) The business trust name and the state or country of formation;

(b) The names and addresses of its trustees;

(d) A mailing address to which the Secretary of State may mail notices; and

(e) Any additional identifying information that the Secretary of State by rule may require.

(2) The filing described in subsection (1) of this section shall be accompanied by the applicable filing fee.

(3) If the Secretary of State finds that the document contains the required information, the Secretary of State, when all fees have been paid, shall file the trust instrument and document and [so notify] return an acknowledgment of filing to the sender.

(4) If a business trust amends its trust instrument it shall submit for filing a copy of the amendment to the Office of Secretary of State. The amendment shall set forth:

(a) The name of the business trust as shown on the records of the Office of Secretary of State; and

(b) The information as changed.

SECTION 19. ORS 554.005 is amended to read:

554.005. (1) A document must satisfy the requirements of this section or any other section in ORS 554.005 to 554.340 that modifies these requirements, to be entitled to filing by the Secretary of State under ORS 554.005 to 554.340.

(2) ORS 554.005 to 554.340, 554.420, 554.440 or 554.510 to 554.590 must require or permit filing the document with the Office of the Secretary of State.

(3) The document shall contain the information required by ORS 554.005 to 554.340, 554.420, 554.440 or 554.510 to 554.590. It may contain other information as well.

(4) The document must be legible.

(5) The document must be in the English language.

(6) The document must be executed:

(a) By the chairperson of the board of directors of a corporation or one of its officers;

(b) If directors have not been selected or before the organizational meeting, by an incorporator; or

(c) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that receiver, trustee or fiduciary.

(a) The corporate seal.

(b) An attestation by the secretary or an assistant secretary.

(8) If the Secretary of State has prescribed a mandatory form for the document, the document must be in or on the prescribed form.

(9) The document must be delivered to the Office of the Secretary of State and must be accompanied by [a true copy and] the required fees.

(10) Delivery of a document to the Office of the Secretary of State is accomplished only when the document is actually received by the Office of the Secretary of State.

SECTION 20. ORS 554.015 is amended to read:

554.015. (1) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of ORS 554.005, the Secretary of State shall file it.

(2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, except for the annual report, the Secretary of State shall return [the true copy] an acknowledgment of filing to the corporation or its representative.

(3) If the Secretary of State refuses to file a document the Secretary of State shall return it to the corporation or its representative within 10 business days after the document was delivered together with a brief written explanation of the reason for the refusal.

(4) The Secretary of State's duty to file documents under this section is ministerial and is limited in scope of review as set out by rule of the Secretary of State. The Secretary of State is not required to verify or inquire into the legality or truth of any matter included in any document delivered to the Office of the Secretary of State for filing. The Secretary of State's filing or refusing to file a document does not:

(a) Affect the validity or invalidity of the document in whole or part; or

(b) Relate to the correctness or incorrectness of information contained in the document.

(5) The Secretary of State's refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect.

SECTION 21. The amendments to ORS 56.016, 58.134, 58.400, 58.450, 60.004, 60.017, 62.025, 62.050, 63.017, 65.004, 65.017, 67.535, 70.070, 70.100, 70.115, 70.355, 70.375, 128.575, 554.005 and 554.015 by sections 1 to 20 of this 1999 Act apply to filings made with the Secretary of State on or after the effective date of this 1999 Act.

Approved by the Governor July 6, 1999

Filed in the office of Secretary of State July 6, 1999

Effective date October 23, 1999

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