USA Statutes : oregon
Title : TITLE 03 REMEDIES AND SPECIAL ACTIONS AND PROCEEDINGS
Chapter : Chapter 56 Duties of Secretary of State
“Office,” when used in this chapter to
refer to the administrative unit directed by the Secretary of State,
means the Office of Secretary of State. [1987 c.414 §53] (1) The
Secretary of State is the filing officer under ORS chapters 58, 60, 62,
63, 65, 67, 70, 554, 647, 648 and 649 and ORS 128.560 to 128.600 and
661.210 to 661.280.

(2) The duties, powers and authority of the Secretary of State
under this chapter apply to the Secretary of State’s functions under ORS
chapters 58, 60, 62, 63, 65, 67, 70, 554, 647, 648 and 649 and ORS
128.560 to 128.600 and 661.210 to 661.280. [1987 c.414 S.55; 1993 c.66
§1; 1995 c.215 §1; 1995 c.689 §34; 1997 c.775 §86; 1999 c.652 §1]
(1) Notwithstanding any provisions of ORS chapters 58,
60, 62, 63, 65, 67, 70, 554, 647, 648 and 649 or ORS 128.560 to 128.600
or 661.210 to 661.280 relating to the Secretary of State as the filing
officer:

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

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

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

(2) Subsection (1) of this section applies only to documents
delivered to the office of the Secretary of State for filing under ORS
chapters 58, 60, 62, 63, 65, 67, 70, 554, 647, 648 and 649 and ORS
128.560 to 128.600 and 661.210 to 661.280.

(3) The Secretary of State by rule may establish fees for receiving
and sending acknowledgment of filing of documents delivered for filing
under this section. [1993 c.66 §§4,14; 1995 c.215 §2; 1995 c.689 §35;
1997 c.775 §87; 1999 c.486 §1; 1999 c.652 §2]For purposes of performing business registry functions, the
Secretary of State shall have the power:

(1) To organize and reorganize, as necessary, the Office of
Secretary of State as the Secretary of State deems necessary to conduct
and administer the business registry functions.

(2) To appoint all subordinate officers and employees of the
Secretary of State’s office and prescribe their duties and fix their
compensation, subject to the applicable provisions of the State Personnel
Relations Law. Subject to any other applicable law regulating travel
expenses, the officers and employees of the office engaging in business
registry functions shall be allowed such reasonable and necessary travel
and other expenses as may be incurred in the performance of their duties.
[1963 c.580 §13; 1987 c.414 §56; 1993 c.66 §2]   
The Secretary of State shall have the power
and authority reasonably necessary to enable the Secretary of State to
carry out business registry functions and other duties imposed on the
Secretary of State under ORS chapters 58, 60, 62, 63, 65, 67, 70, 554,
647, 648 and 649 and ORS 128.560 to 128.600 and 661.210 to 661.280,
including the authority to promulgate rules governing the procedure and
form for submitting documents to be filed by the Secretary of State and
the procedure and form for filing and retaining the documents and any
other records required to be kept. [1985 c.728 §5; 1987 c.414 §57; 1995
c.215 §3; 1995 c.689 §36; 1997 c.775 §88; 1999 c.652 §3](1) If a person seeks to make a business registry
filing of a name with the Secretary of State under ORS chapter 58, 60,
62, 63, 65, 67, 70, 554 or 648 or ORS 128.560 to 128.600 that contains
the word or words “banc,” “bancorp,” “bank,” “banker,” “banking,”
“savings,” “safe deposit,” “trust,” “trustee,” “building and loan” or
their equivalents in a language other than English, or a similar word or
words in English or an equivalent in a language other than English,
implying a business primarily engaged in the lending of money,
underwriting or sale of financial products, acting as a depository
institution, acting as a financial planner, financial adviser or acting
as a loan broker, the Secretary of State may not accept the name for
filing without first receiving specific written approval from the
Director of the Department of Consumer and Business Services under the
provisions of ORS 705.635.

(2) The provisions of subsection (1) of this section do not apply
if the Secretary of State is satisfied that the name at issue is in a
context clearly not purporting to refer to a banking or other financial
activity or not likely to mislead the public about the nature of the
business or lead to a pattern and practice of abuse that might cause harm
to the interests of the public or the State of Oregon as determined by
the Secretary of State. [2001 c.315 §42] The Secretary of
State may designate one or more of the clerks, deputies or assistants of
the Secretary of State, in the name of the Secretary of State, to sign or
countersign papers, documents, orders and certificates requiring the
signature of the Secretary of State. Any paper, document, order or
certificate signed in the name of the Secretary of State by the
designated clerk, deputy or assistant shall have the same force and
effect as if signed by the Secretary of State. [1959 c.173 §1] Where
a document is required by law to be verified before it may be filed with
the Secretary of State, the document shall include or be accompanied by a
written declaration, prepared under penalties of perjury by the person
executing the document, to the effect that the person has examined the
document and to the best of the knowledge and belief of the person it is
true, correct and complete. An acknowledgment before a notary public or
other officer is not required. [1971 c.200 §2] (1) The Operating Account is established
in the General Fund of the State Treasury.

(2) The net amount accruing to the Secretary of State from all
fees, charges, interest, fines, penalties and miscellaneous revenues from
all sources relating to business registry functions, and moneys received
by the Secretary of State under ORS chapters 79 and 194 and ORS 80.100 to
80.130, 87.246, 87.767 and 87.806 to 87.831 shall, after deduction of
refunds, be paid over to the State Treasurer and deposited at least
monthly in the Operating Account.

(3) Moneys deposited to the credit of the Operating Account are
continuously appropriated for the expenses of carrying out the functions
and duties of the Secretary of State relating to business registry, and
the functions and duties of the Secretary of State under ORS chapters 79
and 194 and ORS 80.100 to 80.130, 87.246, 87.767 and 87.806 to 87.831.

(4) At the end of each month:

(a) The Secretary of State shall determine for that month the
number of business registry filings for which the Secretary of State
collected the fee described in ORS 56.140; and

(b) An amount equal to $30 for each business registry filing
described in paragraph (a) of this subsection shall be transferred to the
General Fund and shall become available for general governmental expenses.

(5) As of July 1 of each year, any unexpended and unobligated
balance in the Operating Account that is in excess of the amount that is
necessary to administer the functions and duties of the Secretary of
State as described in subsection (3) of this section for two months, as
certified by the Secretary of State, shall be transferred to the General
Fund and shall become available for general governmental expenses. [1961
c.280 §10; 1963 c.551 §16; 1981 c.633 §1; 1987 c.58 §12; 1987 c.414 §140;
1991 c.132 §1; 1991 c.425 §9; 1993 c.66 §7; 1999 c.652 §4; 2001 c.445
§160; 2003 c.785 §7]Note: For transition provisions regarding secured transactions, see
notes under 79.0628. Copies of all records and
papers of the Office of the Secretary of State, certified by the
Secretary of State, shall be received in evidence in all cases equally
and with like effect as the original. [Amended by 1953 c.549 §138; 1957
c.227 §1; 1963 c.580 §14; 1985 c.351 §1; 1985 c.728 §1; 1993 c.66 §5;
1999 c.652 §5] The Secretary of State shall
keep, as records of office, books showing all acts, matters and things
done by the Secretary of State in performing the business registry
functions and duties of the Office of Secretary of State. [Amended by
1983 c.740 §6; 1985 c.728 §§2,2a; 1987 c.158 §9; 1987 c.414 §58]     
(1) Except as provided in subsections (2), (3)
and (4) of this section, the Secretary of State, within one year after a
filing and not less than 20 days after written notice to the company or
individual who submitted the document to the office, may withdraw any
certificate issued or document filed by the Secretary of State, except
filings pursuant to ORS chapter 647, on any ground existing at the time
of the filing for which the Secretary of State could have originally
refused to issue the certificate or file the document. The written notice
shall state the reason for the proposed withdrawal.

(2) The Secretary of State, within one year after a filing, may
withdraw from filing any document filed by the Secretary of State when
the person who submitted the document advises the office that the
document was submitted prematurely or by inadvertence or mistake. The
person requesting the withdrawal shall accompany the request with a
written statement reflecting the basis of the person’s authority to
initiate the withdrawal.

(3) The Secretary of State may withdraw without notice or hearing a
certificate that the Secretary of State has issued or a document the
Secretary of State has filed when the fee was paid with a check that was
returned to the office for lack of sufficient funds. Such withdrawal
shall be retroactive to the date of filing.

(4) The Secretary of State shall withdraw a certificate the
Secretary of State has issued or a document the Secretary of State has
filed if the Secretary of State receives a final written order from the
Director of the Department of Consumer and Business Services that
establishes that the person named in the certificate or document has
violated ORS 705.638, 707.005, 707.010 or 722.012.

(5) Any decision under this section may be reviewed in accordance
with the provisions of ORS chapter 183.

(6) A withdrawal from filing of a document under this section is
retroactive to the date of the filing but shall not relieve a person of
any liability the person may have incurred while the document was filed
with the office. The Secretary of State is not required to refund any
fees paid in conjunction with the document withdrawn.

(7) At any time prior to a delayed effective date specified in a
document, upon written request of the person or persons who originally
filed the document with the Secretary of State, the document shall be
withdrawn. Upon such withdrawal of a document, the document shall have no
further effect and shall be treated as if it had not been filed. The
person requesting the withdrawal shall accompany the request with a
written statement reflecting the basis of the person’s authority to
initiate the withdrawal. [1967 c.576 §2; 1981 c.633 §2; 1983 c.717 §4;
1985 c.728 §§3,3a; 1987 c.414 §59; 1989 c.1040 §1; 1999 c.652 §6; 2001
c.315 §§39,40]
Except as the Secretary of State provides by rule, the following are not
public records for the purposes of ORS 192.410 to 192.505:

(1) Electronic data processing programs of the office; and

(2) Electronic media used to record, process or store documents
filed with the office under the business registry functions of the
office. [1983 c.717 §2a; 1987 c.414 §61](1) Notwithstanding any statutory requirement that the failure to
make a complete annual report to the Secretary of State shall be cause
for the involuntary dissolution, revocation of certificate of authority
or notation of inactive status of the entity, the Secretary of State may
waive or delay such action if the noncompliance is due solely to the
entity’s failure to provide a federal taxation identification number.

(2) The Secretary of State shall by rule prescribe the conditions
under which dissolution, revocation or notation of inactive status will
be waived or delayed pursuant to subsection (1) of this section. [1987
c.843 §13]This section applies to certificates of the
Secretary of State and documents filed by the Secretary of State under
the business registry functions of the Secretary of State. All
certificates issued by the Secretary of State and all copies of documents
filed in the office of the Secretary of State, when certified by the
Secretary of State, shall be taken and received in all courts, public
offices and official bodies of this state as prima facie evidence of the
facts stated in the certificates or documents. A certificate by the
Secretary of State as to the compliance or noncompliance of the document
with the filing requirements or other provisions of law administered by
the office of the Secretary of State, or as to the existence or
nonexistence of the facts relating to the matters contained in the
documents which would appear from the presence or absence of documents
filed in the office of the Secretary of State, shall be taken and
received in all courts, public offices and official bodies of this state
as prima facie evidence of the existence or nonexistence of the facts
stated in the certificates or documents. [1983 c.717 §3; 1987 c.94 §122;
1987 c.414 §62] (1) The Secretary of State shall
collect a nonrefundable fee of $50 for each document delivered for filing
to the Secretary of State as part of the secretary’s business registry
functions described in ORS 56.022.

(2) The Secretary of State by rule may establish fees, in addition
to those provided for in subsection (1) of this section, for:

(a) Copying any public record maintained by the secretary and
relating to the secretary’s business registry functions, and for
certifying the copy; and

(b) Certifying to other facts of record, including certificates of
existence, relating to the secretary’s business registry functions.

(3) The Secretary of State shall collect a nonrefundable fee of $20
each time process is served on the Secretary of State and the process
relates to the secretary’s business registry functions.

(4) The Secretary of State may waive collection of any fee, charge
or interest, or portion of a fee, charge or interest, that is collectible
by the Secretary of State as part of the secretary’s business registry
functions.

(5) The Secretary of State by rule shall establish and collect
reasonable fees for the following services relating to the secretary’s
business registry functions:

(a) Computer generated lists on electronic data processing media.

(b) Terminal access to the files of the office.

(c) Microfilm records of the files of the office.

(d) Microfilm processing and development services.

(e) Copies of the programs and files on paper or electronic data
processing media. [1987 c.58 §7; 1987 c.414 §135; 1999 c.652 §7; 2003
c.785 §6] The Secretary of State is authorized to
establish a petty cash fund, not to exceed $300, for the purpose of
performing business registry functions. [1987 c.414 §65a] (1) A
Business Registration Information Center is established within the Office
of the Secretary of State.

(2) The primary functions of the center are:

(a) To develop a system within the center by which accurate and
easily understandable information with respect to the business
registration requirements of participating state agencies may be made
available to persons undertaking a new business or operating an existing
business; and

(b) To advertise and make the information available to all persons
who request the information. [1993 c.805 §5; 2003 c.7 §1]

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