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| Home > Statutes > Usa Oregon |
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USA Statutes : oregon
Title : TITLE 03 REMEDIES AND SPECIAL ACTIONS AND PROCEEDINGS
Chapter : Chapter 58 Professional Corporations
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This chapter shall be known and may be cited as
the “Oregon Professional Corporation Act.” [1969 c.592 §1] 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) Radiologic technologists licensed 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]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](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]
(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] 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]
(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]
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] 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]
(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] 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]
(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]
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] 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](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](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]
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]
(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](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] (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]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]
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]
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] 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]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](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 183.415.
(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](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]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] Nothing in
this chapter is intended to supersede the provisions of ORS 679.020.
[1997 c.774 §27](Practice of Medicine)(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 Board of Medical
Examiners 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 Board of Medical
Examiners 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. [1997 c.774 §17]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]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 Board of Medical Examiners. [1997
c.774 §19] (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] (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] (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 Board of Medical
Examiners 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 Board of Medical
Examiners 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 Board of Medical Examiners or by law.
[1997 c.774 §22] (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]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 (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] 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] (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] (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] 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] (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]
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] (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] (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 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]
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