Chapter 58 — Professional
Corporations
2011 EDITION
PROFESSIONAL CORPORATIONS
CORPORATIONS AND PARTNERSHIPS
GENERAL PROVISIONS
58.005 Short
title
58.015 Definitions
58.035 Application
to persons licensed to render professional services
58.037 Application
to joint and several liability of shareholders of corporation organized under
ORS chapter 60 for purpose of rendering professional services; exemption;
application to architects
58.045 Application
of general corporation law and merger and conversion provisions
58.048 When
appearance by attorney not required
FORMATION AND OPERATION
(Generally)
58.076 Purposes
for which professional corporation may be organized
58.085 Who
may incorporate; contents of articles of incorporation
58.087 When
restatement of articles of incorporation required
58.101 Term
of office for directors; classes
58.115 Corporate
name
(Foreign Professional Corporations)
58.129 Requirements
to transact business in this state
58.134 Application
for authority to transact business
58.136 Amended
application for authority to transact business
58.141 Rights
and duties of foreign professional corporation and shareholders; authority to
transact business
POWERS AND DUTIES
58.156 Method
by which professional corporation to render services; exceptions
58.165 Fees
collected by corporation; compensation to person rendering services
58.185 Liabilities
of employees, shareholders and the corporation
58.187 Revision
of limitations on liability in ORS 58.185 to reflect inflation or deflation;
rules
58.196 Limits
on merger
58.205 Corporation
prohibited from doing acts prohibited to professional licensee
58.225 Annual
reports
58.300 Redemption
of shares
RELATIONSHIP OF CORPORATION TO
PROFESSIONAL LICENSING AGENCIES
(Generally)
58.325 Application
to professional licensing agencies
58.335 Filing
of documents with professional licensing agency; rules
58.345 Registration
and renewal with professional licensing agency; fees; rules
58.355 Suspension,
revocation or refusal of certificate of registration
58.365 Oregon
State Bar as regulating board for attorneys; appeals from Oregon State Bar to
Supreme Court; rules applicable to corporations rendering legal services
58.367 Authority
of regulatory board to establish rules affecting professional corporation
58.369 Application
of chapter to practice of dentistry
(Practice of Medicine)
58.375 Requirements
for professional corporations organized to practice medicine; application to
nonprofit corporations
58.377 Transferee
of shares; limit on time as director, officer or shareholder
58.379 Powers
of professional corporation organized to practice medicine
58.381 Proxies
58.383 Issuance,
sale, transfer and redemption of shares
58.385 Disqualification
of physician; disposition of shares
58.387 Disposition
of shares of deceased shareholder
58.389 Price
for purchase or redemption of shares of disqualified or deceased shareholder
FILING DOCUMENTS
58.400 Filing
requirements
58.410 Filing,
service, copying and certification fees
58.420 Effective
time and date of document
58.430 Correcting
filed document
58.440 Forms;
rules
58.450 Filing
duty of Secretary of State; rules
58.460 Appeal
from Secretary of State’s refusal to file document
58.470 Evidentiary
effect of copy of filed document
58.480 Certificate
of existence or authorization
SECRETARY OF STATE
58.490 Powers
GENERAL PROVISIONS
58.005 Short title.
This chapter shall be known and may be cited as the “Oregon Professional
Corporation Act.” [1969 c.592 §1]
58.010
[Repealed by 1961 c.726 §427]
58.015 Definitions.
As used in this chapter, unless the context requires otherwise:
(1)
“Foreign professional corporation” means a professional corporation organized
under laws other than the laws of this state.
(2)
“License” includes a license, certificate of registration, permit or other
legal authorization required by law as a condition precedent to the rendering
of professional service or services within this state.
(3)
“Oregon Business Corporation Act” has the same meaning given that term in ORS
60.951.
(4)
“Practicing medicine” has the meaning given that term in ORS 677.085.
(5)
“Professional” means:
(a)
Accountants licensed under ORS 673.010 to 673.457 or the laws of another state;
(b)
Architects licensed under ORS 671.010 to 671.220 or the laws of another state;
(c)
Attorneys licensed under ORS 9.005 to 9.755 or the laws of another state;
(d)
Chiropractors licensed under ORS chapter 684 or the laws of another state;
(e)
Dentists licensed under ORS chapter 679 or the laws of another state;
(f)
Landscape architects licensed under ORS 671.310 to 671.459 or the laws of
another state;
(g)
Naturopaths licensed under ORS chapter 685 or the laws of another state;
(h)
Nurse practitioners licensed under ORS 678.010 to 678.410 or the laws of
another state;
(i) Psychologists licensed under ORS 675.010 to 675.150 or
the laws of another state;
(j)
Physicians licensed under ORS chapter 677 or the laws of another state;
(k)
Podiatrists licensed under ORS chapter 677 or the laws of another state;
(L)
Medical imaging licensees under ORS 688.405 to 688.605 or the laws of another
state;
(m)
Real estate appraisers licensed or certified under ORS chapter 674 or the laws
of another state; and
(n)
Other persons providing to the public types of personal service or services
substantially similar to those listed in paragraphs (a) to (m) of this
subsection that may be lawfully rendered only pursuant to a license.
(6)
“Professional corporation” or “domestic professional corporation” means a corporation
organized under this chapter for the specific purpose of rendering professional
service or services and for such other purposes provided under this chapter.
(7)
“Professional service” means personal service or services rendered in this
state to the public which may be lawfully rendered only pursuant to a license
by a professional.
(8)
“Regulatory board” means the governmental agency of the State of Oregon
required or authorized by law to license and regulate the rendering of a
professional service or services for which a professional corporation is
organized. [1969 c.592 §2; 1971 c.362 §3; 1985 c.728 §42; 1985 c.764 §3; 1987
c.94 §14; 1993 c.235 §1; 1997 c.774 §1; 2003 c.14 §24; 2005 c.254 §11; 2009
c.833 §27]
58.020
[Repealed by 1961 c.726 §427]
58.025 [1969
c.592 §3; 1971 c.184 §4; repealed by 1985 c.728 §110]
58.030
[Repealed by 1961 c.726 §427]
58.035 Application to persons licensed to
render professional services. Except as
provided in ORS 58.037, this chapter does not affect the right of persons
licensed to render professional service or services within this state from so
doing in any other business form permitted them by law, rules and regulations
of the regulatory board of their profession and standards of professional
conduct of their profession. [1969 c.592 §4; 1993 c.235 §2]
58.037 Application to joint and several
liability of shareholders of corporation organized under ORS chapter 60 for
purpose of rendering professional services; exemption; application to
architects. (1) Notwithstanding any provision of
ORS chapter 60 or ORS 58.035, this chapter shall apply to a corporation, and to
the joint and several liability of the shareholders of a corporation, organized
by a professional under ORS chapter 60 for the purpose of rendering professional
service or services unless, prior to December 1, 1992:
(a)
The professional’s regulating board authorized incorporation under ORS chapter
60; and
(b)
The corporation was incorporated under ORS chapter 60.
(2)
Notwithstanding subsection (1) of this section, architects licensed under ORS
671.010 to 671.220 may organize as corporations under ORS chapter 60 or this
chapter and shall be subject solely to the provisions of the chapter under
which they are organized. [1993 c.235 §11; 1995 c.327 §3; 1997 c.774 §2]
58.040
[Repealed by 1961 c.726 §427]
58.045 Application of general corporation
law and merger and conversion provisions. (1)
The Oregon Business Corporation Act is applicable to domestic and foreign
professional corporations except when inconsistent with this chapter. This
chapter takes precedence in the event of any conflict with provisions of the
Oregon Business Corporation Act.
(2)
Subject to the limitations of ORS 58.196, all provisions of the Oregon Business
Corporation Act governing mergers and conversions apply to domestic and foreign
professional corporations. [1969 c.592 §5; 1987 c.94 §15; 1999 c.362 §1]
58.048 When appearance by attorney not
required. The provisions of ORS 9.320 requiring
that a corporation appear by attorney in all cases shall not apply to a
professional corporation incorporated under this chapter or authorized to
render professional service or services in this state where the professional
corporation is appearing before state administrative agencies. [1993 c.235 §36]
58.050
[Repealed by 1961 c.726 §427]
58.060
[Repealed by 1961 c.726 §427]
58.070
[Repealed by 1961 c.726 §427]
58.075 [1969
c.592 §6; 1987 c.94 §123; repealed by 1993 c.235 §40]
FORMATION AND OPERATION
(Generally)
58.076 Purposes for which professional corporation
may be organized. (1) Except to the extent
authorized by subsection (2) of this section, a corporation may elect
professional corporation status under ORS 58.085 solely for the purpose of
rendering professional service or services, including services ancillary to
them, and solely within a single profession.
(2)
A corporation may elect professional corporation status under ORS 58.085 for
the purpose of rendering professional service or services within two or more
professions, and for the purpose of engaging in any lawful business authorized
by ORS 60.074, to the extent the combination of professional purposes or of
professional and business purposes is expressly authorized by the regulatory
board in this state applicable to each profession in the combination. [1993
c.235 §26]
58.080
[Repealed by 1961 c.726 §427]
58.085 Who may incorporate; contents of articles
of incorporation. One or more natural persons may
act as incorporators of a professional corporation by delivering articles of
incorporation to the Office of Secretary of State for filing. The articles of
incorporation shall meet the requirements of the Oregon Business Corporation
Act and, in addition, shall set forth:
(1)
The professional service or services to be rendered through the corporation.
(2)
Any other business purposes permitted under ORS 58.076. [1969 c.592 §7; 1971
c.200 §4; 1985 c.764 §4; 1987 c.94 §123a; 1993 c.235 §3; 1997 c.774 §5]
58.087 When restatement of articles of
incorporation required. A professional corporation shall
restate its articles of incorporation under ORS 60.451 and shall comply with
ORS 58.085 anytime the professional service or services to be rendered by the
professional corporation are changed or as may be required by law. [1993 c.235 §27]
58.090
[Repealed by 1961 c.726 §427]
58.095 [1969
c.592 §8; repealed by 1993 c.235 §40]
58.100
[Repealed by 1961 c.726 §427]
58.101 Term of office for directors;
classes. (1) Notwithstanding ORS 60.314, the
articles of incorporation or bylaws of a professional corporation may specify
any length for the term of office of director.
(2)
If the articles of incorporation or bylaws specify a length for the term of
office of director other than that provided in ORS 60.314, the bylaws may
divide the directors into classes and may assign to each class a different
initial term of office so that the terms of office of the classes expire at
staggered intervals. Each class shall be as nearly equal in number as possible.
At the annual meeting at the time of which the term of office of the directors
in a class expires, the number of directors equal to the number of the class
whose term expires at the time of the meeting shall be elected to hold office
for the term specified in the articles of incorporation or bylaws. [1983 c.172 §2;
1987 c.94 §16]
58.105 [1969
c.592 §9; 1983 c.717 §20; 1985 c.764 §5; repealed by 1993 c.235 §40]
58.108 [1993
c.235 §29; repealed by 1997 c.774 §31]
58.110
[Repealed by 1961 c.726 §427]
58.112 [1993
c.235 §34; repealed by 1997 c.774 §31]
58.115 Corporate name.
The corporate name of a professional corporation shall comply with the rules
and regulations of the regulatory board or boards or standards of professional
conduct of the profession practiced through the corporation. The corporate name
need not comply with ORS 60.094 (1), but shall contain the words “professional
corporation” or the abbreviations “P.C.” or “Prof. Corp.” [1969 c.592 §13; 1985
c.728 §102; 1987 c.94 §17; 1993 c.235 §4; 1997 c.774 §6]
58.120
[Repealed by 1961 c.726 §427]
58.125 [1983
c.717 §§17,19; 1985 c.728 §43; 1993 c.235 §5; repealed by 1999 c.362 §67]
(Foreign Professional Corporations)
58.129 Requirements to transact business
in this state. (1) A foreign professional corporation
may render professional service or services in this state only after the
foreign professional corporation obtains:
(a)
Approval from the regulatory board of each professional service which will be
rendered in this state before offering or rendering the service in this state;
and
(b)
Authorization to transact business in this state from the Secretary of State.
(2)
A foreign professional corporation may not obtain authority to transact
business in this state, unless:
(a)
The name of the corporation satisfies the requirements of ORS 58.115; and
(b)
It complies with ORS 58.076. [1987 c.94 §20; 1993 c.235 §6]
58.130
[Repealed by 1961 c.726 §427]
58.134 Application for authority to
transact business. 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. [1987 c.94 §21; 1993
c.235 §7; 1999 c.486 §2]
58.136 Amended application for authority
to transact business. A foreign professional corporation
shall file an amended application with the Office of Secretary of State anytime
there is a change in the professional service or services to be rendered by the
foreign professional corporation or in the business purpose as specified in the
application under ORS 58.134, or as otherwise required by law. [1993 c.235 §31]
58.139 [1987
c.94 §22; repealed by 1993 c.235 §40]
58.140
[Repealed by 1961 c.726 §427]
58.141 Rights and duties of foreign
professional corporation and shareholders; authority to transact business.
(1) A foreign professional corporation authorized to transact business in this
state has the same but no greater rights and the same but no greater privileges
as a domestic professional corporation and, except as otherwise provided in
this chapter, is subject to the same duties, restrictions, penalties and
liabilities imposed on a domestic professional corporation.
(2)
A foreign professional corporation shareholder who practices within this state
has the same but no greater rights and the same but no greater privileges as a
domestic professional corporation shareholder and, except as otherwise provided
in this chapter, is subject to the same duties, restrictions, penalties and
liabilities imposed on a domestic professional corporation shareholder.
(3)
The filing by the Secretary of State of an application or amendment to the
application for authority to transact business shall constitute authorization
to transact business in this state, subject to the approval by the applicable
regulatory board or boards and subject to the right of the Secretary of State
to revoke the authorization. [1993 c.235 §30]
58.144 [1987
c.94 §23; repealed by 1993 c.235 §40]
58.150
[Repealed by 1961 c.726 §427]
58.155 [1969
c.592 §10; repealed by 1993 c.235 §40]
POWERS AND DUTIES
58.156 Method by which professional
corporation to render services; exceptions. (1) A
domestic professional corporation or a foreign professional corporation may
render professional service or services in this state only through a person or
persons who are licensed or otherwise authorized in this state to render such
professional service or services.
(2)
Subsection (1) of this section does not:
(a)
Require a person employed by a professional corporation to be licensed to perform
services for such corporation if a license is not otherwise required;
(b)
Prohibit a licensed person from rendering professional service or services in
the person’s individual capacity although the person is a shareholder,
director, officer, employee or agent of a domestic or foreign professional
corporation; or
(c)
Prohibit a person licensed in another state from rendering professional service
or services for a domestic or foreign professional corporation in this state if
not prohibited by the applicable regulatory board. [1993 c.235 §25]
58.159 [1993
c.235 §28; repealed by 1997 c.774 §31]
58.160
[Repealed by 1961 c.726 §427]
58.165 Fees collected by corporation;
compensation to person rendering services. A
professional corporation may charge and collect fees for professional service
or services rendered through the corporation and may compensate those who
rendered the service or services. [1969 c.592 §12; 1993 c.235 §8]
58.170
[Repealed by 1961 c.726 §427]
58.175 [1969
c.592 §14; repealed by 1993 c.235 §40]
58.176 [1993
c.235 §32; repealed by 1997 c.774 §31]
58.180
[Repealed by 1961 c.726 §427]
58.185 Liabilities of employees, shareholders
and the corporation. (1) As used in this section:
(a)
“Licensed Oregon shareholder” means a shareholder of a professional corporation
who holds a license to render the specified professional services of the
corporation and who practices more than incidentally in this state.
(b)
“Specified professional services” means, for each professional corporation, the
professional service or services to be rendered through the professional
corporation as specified in its articles of incorporation.
(2)
This chapter does not affect the law applicable to the professional
relationship between a person rendering professional service or services and a
person receiving the service or services, and it does not affect the standards
of professional conduct of a profession.
(3)
In the rendering of specified professional services on behalf of a domestic
professional corporation to a person receiving the service or services, a
shareholder of the corporation is personally liable as if the shareholder were
rendering the service or services as an individual, only for negligent or
wrongful acts or omissions or misconduct committed by the shareholder, or by a
person under the direct supervision and control of the shareholder.
(4)
A licensed Oregon shareholder of a domestic professional corporation shall be
jointly and severally liable with all other licensed Oregon shareholders of the
corporation only for the negligent or wrongful acts or omissions or misconduct
committed in the rendering of specified professional services on behalf of the
corporation to persons who were intended to benefit from the service or
services.
(5)
Joint and several liability under subsection (4) of this section shall be only
for professional services rendered on behalf of the corporation that affect a
claim, transaction or proceeding in this state. A licensed Oregon shareholder
shall not be jointly and severally liable for the negligent or wrongful acts or
omissions or misconduct committed in this state by an employee or shareholder
who is not licensed to render the specified professional services in this state
where the acts or omissions or misconduct are committed only incidentally in
this state and affect only a claim, transaction or proceeding in another state.
Joint and several liability under subsection (4) of this section for all claims
made against a licensed Oregon shareholder during a calendar year shall not
exceed $300,000. The total joint and several liability under subsection (4) of
this section for a single claim made against one or more licensed Oregon
shareholders of a domestic professional corporation during a calendar year
shall not exceed $2 million. If the number of licensed Oregon shareholders of a
domestic professional corporation multiplied by $300,000 equals an amount that
is less than $2 million, the total joint and several liability for a single
claim made against one or more licensed Oregon shareholders of that
professional corporation during a calendar year shall not exceed an amount
equal to $300,000 multiplied by the number of licensed Oregon shareholders. The
joint and several liability described in subsection (4) of this section applies
only to those licensed Oregon shareholders who are shareholders at the time the
negligent or wrongful acts or omissions or misconduct occurred. Two or more
claims arising out of a single negligent or wrongful act or omission or
misconduct or arising out of a series of related negligent or wrongful acts or
omissions or misconduct shall be considered to have been first made at the time
the earliest claim arising out of any such negligent or wrongful act or
omission or misconduct was first made. A claim shall be considered made when
the earliest of the following occurs:
(a)
When a legal or equitable proceeding, including arbitration, mediation or a
similar proceeding is filed or initiated; or
(b)
When the professional corporation or any shareholder receives notice of a
claim.
(6)
In the rendering of specified professional services on behalf of a foreign
professional corporation to a person receiving the service or services, a
shareholder of the corporation is personally liable as if the shareholder were
rendering the service or services as an individual, only for negligent or
wrongful acts or omissions or misconduct committed by the shareholder, or by a
person under the direct supervision and control of the shareholder.
(7)
A licensed Oregon shareholder of a foreign professional corporation shall be
jointly and severally liable with all other licensed Oregon shareholders of the
corporation only for the negligent or wrongful acts or omissions or misconduct
that affect a claim, transaction or proceeding in this state committed in the
rendering of the specified professional services on behalf of the corporation
to persons who were intended to benefit from the service or services.
(8)
Joint and several liability under subsection (7) of this section shall be only
for professional services rendered on behalf of the corporation that affect a
claim, transaction or proceeding in this state. A licensed Oregon shareholder
shall not be jointly and severally liable for the negligent or wrongful acts or
omissions or misconduct committed in this state by an employee or shareholder
who is not licensed to render the specified professional services in this state
where the acts or omissions or misconduct are committed only incidentally in
this state and affect only a claim, transaction or proceeding in another state.
Joint and several liability under subsection (7) of this section for all claims
made against a licensed Oregon shareholder during a calendar year shall not
exceed $300,000. The total joint and several liability under subsection (7) of
this section for a single claim made against one or more licensed Oregon
shareholders of a foreign professional corporation during a calendar year shall
not exceed $2 million. If the number of licensed Oregon shareholders of a foreign
professional corporation multiplied by $300,000 equals an amount that is less
than $2 million, the total joint and several liability for a single claim made
against one or more licensed Oregon shareholders of that foreign professional
corporation during a calendar year shall not exceed an amount equal to $300,000
multiplied by the number of licensed Oregon shareholders. The joint and several
liability described in subsection (7) of this section applies only to those
licensed Oregon shareholders who are shareholders at the time the negligent or
wrongful acts or omissions or misconduct occurred. Two or more claims arising
out of a single negligent or wrongful act or omission or misconduct or arising
out of a series of related negligent or wrongful acts or omissions or
misconduct shall be considered to have been first made at the time the earliest
claim arising out of any such negligent or wrongful act or omission or
misconduct was first made. A claim shall be considered made when the earliest
of the following occurs:
(a)
When a legal or equitable proceeding, including arbitration, mediation or a
similar proceeding is filed or initiated; or
(b)
When the professional corporation or any shareholder receives notice of a
claim.
(9)
The proceeds from any insurance policy maintained by a domestic or foreign
professional corporation for the purpose of protecting the professional
corporation, its shareholders or employees from liability arising from the
negligent or wrongful acts or omissions or misconduct of shareholders or
employees in connection with the rendering of the specified professional
services shall first be applied to the joint and several liability of licensed
Oregon shareholders who do not have liability under subsection (3) or (6) of
this section. If the proceeds are not sufficient to satisfy the joint and
several liability of the licensed Oregon shareholders who do not have liability
under subsection (3) or (6) of this section, the insurance proceeds shall be
applied on a pro rata basis to reduce the joint and several liability of such
licensed Oregon shareholders.
(10)
Notwithstanding subsections (3) to (9) of this section, the corporation shall
be liable for its acts in the same manner and to the same extent as any
corporation organized under the Oregon Business Corporation Act. However, the
shareholders, directors, officers, employees and agents of the corporation are
not personally liable for the debts or other contractual obligations of the
corporation, except as provided in ORS 60.151 (1).
(11)
A shareholder of a professional corporation shall not be jointly and severally
liable solely by reason of being a shareholder of such professional corporation
except as expressly provided in this section. [1969 c.592 §15; 1987 c.94 §18;
1993 c.235 §9; 1995 c.684 §1; 1997 c.774 §7]
58.187 Revision of limitations on
liability in ORS 58.185 to reflect inflation or deflation; rules.
(1) For the purpose of revising the amounts of the limitation on joint and
several liability described in ORS 58.185 (5) and (8) to reflect the effects of
inflation or deflation, the Secretary of State shall multiply the amounts under
ORS 58.185 (5) and (8) by the inflation factor described in this section every
six years. The six-year cycle shall begin January 1, 1994. The Secretary of
State shall round the amount to the nearest $50,000 and publish the revised
amount as a rule not later than February 1 following the end of the six-year
cycle. The revised limitation shall take effect February 1 and apply for the
next six years.
(2)
For purposes of this section:
(a)
The inflation factor shall be a number determined by dividing the June 30
Consumer Price Index immediately preceding the calendar year in which the
adjustment shall take effect by the December 31 Consumer Price Index for 1993.
(b)
The “Consumer Price Index” is the Portland Consumer Price Index for All Urban
Consumers for All Items, using the 1982-1984 base of 100, as published by the
Bureau of Labor Statistics of the United States Department of Labor. If the
index is discontinued or no longer published at least semiannually, the
Secretary of State shall select an alternative index that, in the discretion of
the Secretary of State, reasonably approximates changes in consumer spending
power in the Portland, Oregon, metropolitan area. [1993 c.235 §12; 1997 c.774 §8]
58.190
[Repealed by 1961 c.726 §427]
58.195 [1969
c.592 §22; 1987 c.94 §19; repealed by 1993 c.235 §40]
58.196 Limits on merger.
(1) A domestic professional corporation may merge with one or more domestic
professional corporations if the professional corporations are organized to
render the same professional service or services.
(2)
Foreign professional corporations and domestic professional corporations that
are organized to render the same professional service or services may merge
unless the mergers are prohibited by the regulatory boards having jurisdiction
of the professional corporations in their respective states of incorporation.
(3)
A domestic professional corporation may merge with one or more domestic
professional corporations which are organized to render different professional
service or services only if the mergers are expressly authorized by the
applicable regulatory boards.
(4)
Foreign professional corporations and domestic professional corporations which
are organized to render different professional service or services may merge
only if the mergers are expressly authorized by the regulatory boards having
jurisdiction of the corporations in their respective states of incorporation. [1993
c.235 §33]
58.200
[Repealed by 1961 c.726 §427]
58.205 Corporation prohibited from doing
acts prohibited to professional licensee. No
domestic or foreign professional corporation may do any act which is prohibited
to a person licensed to render the professional service or services for which
the corporation is organized. [1969 c.592 §16; 1987 c.94 §24; 1993 c.235 §13]
58.210
[Repealed by 1961 c.726 §427]
58.215 [1969
c.592 §28; repealed by 1997 c.774 §31]
58.220
[Repealed by 1961 c.726 §427]
58.225 Annual reports.
The annual report of a domestic or foreign professional corporation shall meet
the requirements of the Oregon Business Corporation Act. [1969 c.592 §23; 1985
c.764 §6; 1987 c.94 §25; 1993 c.235 §14; 1995 c.215 §4; 1997 c.774 §9]
58.230 [Repealed
by 1961 c.726 §427]
58.235 [1969
c.592 §29; 1983 c.717 §21; repealed by 1987 c.94 §174]
58.240
[Repealed by 1961 c.726 §427]
58.250
[Repealed by 1961 c.726 §427]
58.255 [1969
c.592 §18; 1985 c.764 §7; 1993 c.235 §15; repealed by 1997 c.774 §31]
58.265 [1969
c.592 §11; 1985 c.764 §8; 1993 c.235 §16; repealed by 1997 c.774 §31]
58.275 [1969
c.592 §20; 1993 c.235 §17; repealed by 1997 c.774 §31]
58.285 [1969
c.592 §21; 1993 c.235 §18; repealed by 1997 c.774 §31]
58.295 [1969
c.592 §19; repealed by 1993 c.235 §40]
58.300 Redemption of shares.
A professional corporation may redeem shares of the corporation notwithstanding
the provisions of ORS 60.181. [1993 c.235 §35]
RELATIONSHIP OF CORPORATION TO
PROFESSIONAL LICENSING AGENCIES
(Generally)
58.325 Application to professional
licensing agencies. This chapter does not restrict
or limit in any manner the duties and powers of any regulatory board relating
to licensing individuals rendering professional service or services or to
regulating the rendering of professional service or services. [1969 c.592 §17;
1993 c.235 §19]
58.335 Filing of documents with
professional licensing agency; rules. The
regulatory board, by rule or regulation, may require that a professional
corporation file with the board any documents the board requires to carry out
its duties. [1969 c.592 §24; 1993 c.235 §20]
58.345 Registration and renewal with
professional licensing agency; fees; rules. The
regulatory board by rule or regulation may require that professional
corporations register with it and may establish a fee, with the approval of the
Oregon Department of Administrative Services, for the registration and renewal
thereof. [1969 c.592 §25; 1983 c.128 §1; 1985 c.728 §44; 1993 c.235 §21]
58.355 Suspension, revocation or refusal
of certificate of registration. (1) The
regulatory board may suspend, revoke or refuse to issue or renew any
certificate of registration for any of the following reasons:
(a)
The revocation or suspension of the license of any officer, director,
shareholder or employee not promptly suspended or discharged by the
corporation;
(b)
The death of the last remaining shareholder; or
(c)
Upon finding that the holder of or applicant for a certificate has failed to
comply with the provisions of this chapter or the regulations prescribed by the
regulatory board pursuant to this chapter.
(2)
Before any certificate of registration is denied, suspended or revoked by the
regulatory board, notice and hearing shall be provided in accordance with ORS
183.413 to 183.470.
(3)
Except as provided in ORS 58.365, any corporation may appeal from the final
order of the regulatory board as provided in ORS 183.480. [1969 c.592 §26; 1973
c.612 §8; 1993 c.235 §22; 2007 c.288 §6]
58.365 Oregon State Bar as regulating
board for attorneys; appeals from Oregon State Bar to Supreme Court; rules
applicable to corporations rendering legal services.
(1) For the purpose of this chapter the regulatory board for attorneys shall be
the Board of Governors of the Oregon State Bar.
(2)
Appeal under ORS 58.355 from determinations of the Board of Governors of the
Oregon State Bar shall be directly to the Supreme Court of the State of Oregon,
and the procedure for appeal to the Supreme Court shall be the same as
procedure for appeal to the Court of Appeals under ORS 58.355 from decisions of
regulatory boards other than the Board of Governors of the Oregon State Bar.
(3)
The Supreme Court of the State of Oregon shall have the power to make rules and
regulations regarding certification or registration of corporations organized
to provide legal service, not inconsistent with this chapter. [1969 c.592 §27;
1973 c.612 §9; 1993 c.235 §23]
58.367 Authority of regulatory board to
establish rules affecting professional corporation.
Except as otherwise provided by law, the regulatory board applicable to each
professional service rendered by a professional corporation may establish rules
and regulations affecting the corporation and its officers, directors and
shareholders that are in addition to the provisions of this chapter. [1997
c.774 §4]
58.369 Application of chapter to practice
of dentistry. Nothing in this chapter is intended to
supersede the provisions of ORS 679.020. [1997 c.774 §27]
(Practice of Medicine)
58.375 Requirements for professional
corporations organized to practice medicine; application to nonprofit
corporations. (1) In a professional corporation
organized for the purpose of practicing medicine:
(a)
The holders of the majority of each class of shares entitled to vote shall be
physicians who are licensed in this state to practice medicine.
(b)
A majority of the directors shall be physicians who are licensed in this state
to practice medicine.
(c)
All officers except the secretary and treasurer, if any, must be physicians who
are licensed in this state to practice medicine. Any two or more offices may be
held by the same person.
(d)
Except as otherwise provided by law, the Oregon Medical Board may expressly
require that more than a majority of each class of shares entitled to vote be
held by physicians who are licensed in this state to practice medicine.
(e)
Except as otherwise provided by law, the Oregon Medical Board may expressly
require that more than a majority of the directors be physicians who are
licensed in this state to practice medicine.
(2)
A professional corporation may be a shareholder of a professional corporation
organized for the purpose of practicing medicine solely for the purpose of
effecting a reorganization as defined in the Internal Revenue Code.
(3)
The provisions of subsections (1) and (2) of this section do not apply to
nonprofit corporations organized under Oregon law to provide medical services
to migrant, rural, homeless or other medically underserved populations under 42
U.S.C. 254b or 254c or to health centers qualified under 42 U.S.C.
1396d(l)(2)(B) that operate in compliance with other applicable state and
federal law. [1997 c.774 §17; 2007 c.557 §1]
58.377 Transferee of shares; limit on time
as director, officer or shareholder. If all of the
outstanding shares of a professional corporation organized for the purpose of
practicing medicine are held by an administrator, executor, personal
representative, guardian, conservator or receiver of the estate of a former
shareholder, or by a transferee who receives such shares by operation of law or
by a judgment, such administrator, executor, personal representative, guardian,
conservator, receiver or transferee may be a director, officer or shareholder
of the professional corporation for a period of six months following receipt or
transfer of such shares. [1997 c.774 §18; 2003 c.576 §317]
58.379 Powers of professional corporation
organized to practice medicine. A
professional corporation organized for the purpose of practicing medicine has the
powers enumerated in ORS 60.077 and 60.081, except as provided otherwise by the
Oregon Medical Board. [1997 c.774 §19]
58.381 Proxies.
(1) A proxy to vote the shares of a professional corporation organized for the
purpose of practicing medicine may be given under the following conditions:
(a)
If the shareholder granting the proxy is a physician licensed in this state to
practice medicine, the proxy may be given only to a shareholder of the same
corporation who is also a physician licensed in this state to practice
medicine, or to an attorney licensed to practice law in this state or another
person similarly licensed.
(b)
If the shareholder granting the proxy is not a physician licensed in this state
to practice medicine, the proxy may be given only to another shareholder of the
same corporation, whether or not the other shareholder is a physician licensed
in this state to practice medicine, or to an attorney licensed to practice law
in this state or another person similarly licensed.
(2)
No voting trust may be created to vote the shares of a professional corporation
organized for the purpose of practicing medicine.
(3)
Two or more shareholders of a professional corporation organized for the
purpose of practicing medicine may enter into a voting agreement provided that
the voting agreement does not transfer voting rights from a shareholder who is
a physician licensed in this state to practice medicine to a shareholder who is
not so licensed. Notwithstanding any provision of this subsection, voting rights
may be transferred to an attorney licensed to practice law in this state or
another person similarly licensed. [1997 c.774 §20]
58.383 Issuance, sale, transfer and
redemption of shares. (1) A shareholder of a
professional corporation organized for the purpose of practicing medicine may
sell or transfer shares only in a manner that leaves the corporation in
compliance with this chapter.
(2)
Subject to subsection (1) of this section, the articles of incorporation,
bylaws or agreements among shareholders of a professional corporation organized
for the purpose of practicing medicine may provide limitations on the issuance
and transferability of shares of the corporation and may provide for the
purchase or redemption of shares by the corporation. [1997 c.774 §21]
58.385 Disqualification of physician;
disposition of shares. (1) If a physician practicing
medicine on behalf of a professional corporation is disqualified from
practicing medicine for more than six months or assumes a public office, the
duties of which prohibit practicing medicine for more than six months under the
rules of the Oregon Medical Board or other law, the professional corporation
shall have the right to redeem the shares of the physician within 60 days after
the disqualification or prohibition occurs.
(2)
If a physician practicing medicine on behalf of a professional corporation is
disqualified from practicing medicine for six months or less or assumes a
public office, the duties of which prohibit practicing medicine for six months
or less under the rules of the Oregon Medical Board or other law, the physician
may retain ownership of the shares in the corporation and may remain a director
and officer of the corporation during the period of disqualification, unless
otherwise prohibited under the rules of the Oregon Medical Board or by law. [1997
c.774 §22]
58.387 Disposition of shares of deceased
shareholder. (1) A professional corporation
organized for the purpose of practicing medicine and its shareholders may
provide for the disposition of a deceased shareholder’s shares in the articles
of incorporation, in the bylaws, by agreement between the corporation and its
shareholders or by agreement among the shareholders. If there is no such
provision, the shares shall first be offered for sale to the remaining
shareholders of the corporation by the personal representative of the deceased
shareholder’s estate. If the shares are not disposed of within six months after
the date of the death of the deceased shareholder, a special meeting of the shareholders
shall be called, at which meeting it shall be decided by vote of the remaining
shareholders whether the corporation shall redeem the shares or whether the
corporation shall be voluntarily dissolved. The meeting shall be held within
seven months after the date of the death of the deceased shareholder. The
action determined to be taken by the shareholders shall be completed within
nine months after the date of death of the deceased shareholder. At the special
meeting, the shares of the deceased shareholder may not be voted or counted in
the determination of whether the shares shall be redeemed or whether the
corporation shall be voluntarily dissolved.
(2)
If a deceased shareholder of a professional corporation organized for the
purpose of practicing medicine was the only shareholder of the corporation at
the time of death, the corporation shall cease to practice medicine as of the
date of death of the deceased shareholder unless the corporation has retained
the services of another physician licensed in this state to practice medicine.
Within six months after the date of death of the deceased shareholder:
(a)
The shares of the deceased shareholder shall be sold to a physician or
physicians who are licensed in this state to practice medicine;
(b)
The name of the corporation shall be changed and restated articles adopted,
which shall be filed with the Secretary of State in accordance with ORS chapter
60; or
(c)
The corporation shall be dissolved. [1997 c.774 §23]
58.389 Price for purchase or redemption of
shares of disqualified or deceased shareholder.
If the articles of incorporation or bylaws of a professional corporation
organized for the purpose of practicing medicine do not provide a price or
method of determining a price at which the corporation may purchase or redeem
the shares, or at which its shareholders may purchase the shares, of a legally
disqualified or deceased shareholder, and the corporation and shareholders or
the shareholders have not provided the price or a method of determining the
price by private agreement, then the price for the shares shall be the book
value as of the end of the month preceding the disqualification or death of the
shareholder, payable in cash or on such other terms as may be agreed to by the
parties. Book value shall be determined from the books and records of the
corporation in accordance with the regular method of accounting used by the
corporation. [1997 c.774 §24]
FILING DOCUMENTS
58.400 Filing requirements.
(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 chairperson 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
(c)
An acknowledgment, verification or proof.
(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 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. [1987
c.94 §4; 1999 c.486 §3]
58.410 Filing, service, copying and
certification fees. 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. [1987 c.94 §6; 1989 c.383 §2; 1991 c.132 §2;
1999 c.362 §§2,2a]
58.420 Effective time and date of
document. (1) Except as provided in subsection
(2) of this section and ORS 58.430, a document accepted for filing is effective
on the date it is filed by the Secretary of State and at the time, if any,
specified in the document as its effective time.
(2)
If a document specifies a delayed effective time and date, the document becomes
effective at the time and date specified. If a document specifies a delayed
effective date but no time, the document becomes effective on that date. A
delayed effective date for a document may not be later than the 90th day after
the date it is filed. [1987 c.94 §7]
58.430 Correcting filed document.
(1) A domestic or foreign professional corporation may correct a document filed
by the Secretary of State, other than an annual report, if the document
contains an incorrect statement or was defectively executed, attested, sealed,
verified or acknowledged.
(2)
A domestic or foreign professional corporation shall correct a document by
delivering articles of correction to the Office of Secretary of State. The
articles shall include the following:
(a)
A description of the document, including its filing date, or a copy of the
document.
(b)
The incorrect statement and the reason it is incorrect, or a description of the
manner in which the execution, attestation, seal, verification or
acknowledgment is defective.
(c)
A correction of the incorrect statement or defective execution, attestation,
seal, verification or acknowledgment.
(3)
Articles of correction are effective on the effective date of the document they
correct except as to persons relying on the uncorrected document and adversely
affected by the correction. As to those persons, articles of correction are
effective when filed. [1987 c.94 §8]
58.440 Forms; rules.
Upon request, the Secretary of State may furnish forms for documents required
or permitted to be filed by this chapter. The Secretary of State may by rule
require the use of the forms. [1987 c.94 §5; 1995 c.215 §5]
58.450 Filing duty of Secretary of State;
rules. (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 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. [1987 c.94 §9; 1999 c.486 §4]
58.460 Appeal from Secretary of State’s
refusal to file document. If the Secretary of State
refuses to file a document delivered to the Office of Secretary of State for
filing, the domestic or foreign professional corporation, in addition to any
other legal remedy that may be available, shall have the right to appeal from
such order pursuant to the provisions of ORS 183.480. [1987 c.94 §10]
58.470 Evidentiary effect of copy of filed
document. (1) A certificate attached to a copy of
a document filed by the Secretary of State, bearing the Secretary of State’s
signature, which may be in facsimile, is conclusive evidence that the original
document, or a facsimile thereof, is on file with the Office of Secretary of
State.
(2)
The provisions of ORS 56.110 apply to all documents filed pursuant to this
chapter. [1987 c.94 §11]
58.480 Certificate of existence or
authorization. (1) Anyone may apply to the Secretary
of State to furnish a certificate of existence for a domestic professional
corporation or a certificate of authorization for a foreign professional
corporation.
(2)
A certificate of existence or authorization when issued means that:
(a)
The domestic professional corporation’s corporate name or the foreign
professional corporation’s corporate name is registered in this state;
(b)
The domestic professional corporation is duly incorporated under the law of
this state, or the foreign professional corporation is authorized to transact
business in this state;
(c)
All fees payable to the Secretary of State under this chapter have been paid,
if nonpayment affects the existence or authorization of the domestic or foreign
professional corporation;
(d)
An annual report required by ORS 58.225 has been filed by the Secretary of
State within the preceding 14 months; and
(e)
Articles of dissolution or an application for withdrawal have not been filed by
the Secretary of State.
(3)
A person may apply to the Secretary of State to issue a certificate covering
any fact of record. [1987 c.94 §12]
SECRETARY OF STATE
58.490 Powers.
The Secretary of State has the power reasonably necessary to perform the duties
required of the Secretary of State by this chapter. [1987 c.94 §13]
_______________