Bill Text: OR HB2254 | 2011 | Regular Session | Enrolled
Bill Title: Relating to the duties of the Secretary of State with respect to business entities; and declaring an emergency.
Spectrum: Unknown
Status: (Passed) 2011-05-27 - Chapter 147, (2011 Laws): Effective date May 27, 2011. [HB2254 Detail]
Download: Oregon-2011-HB2254-Enrolled.html
76th OREGON LEGISLATIVE ASSEMBLY--2011 Regular Session
Enrolled
House Bill 2254
Introduced and printed pursuant to House Rule 12.00. Presession
filed (at the request of House Interim Committee on Health Care
for Secretary of State Kate Brown)
CHAPTER ................
AN ACT
Relating to the duties of the Secretary of State with respect to
business entities; creating new provisions; amending ORS
60.472, 60.637, 60.654, 60.707, 60.787, 62.455, 62.607, 62.685,
63.470, 63.654, 63.707, 63.787, 65.637, 65.654, 65.707, 65.787,
67.342, 67.645, 67.665, 67.710, 70.355, 70.440, 70.505, 70.610,
128.595, 128.599, 554.307, 648.005 and 648.025; and declaring
an emergency.
Be It Enacted by the People of the State of Oregon:
SECTION 1. ORS 60.472 is amended to read:
60.472. (1) { + (a) + } A business entity { - other than a
corporation - } may be converted to a corporation organized under
this chapter { - , and - } { + .
(b) + } A corporation organized under this chapter may be
converted to another business entity organized under the laws of
this state { - , - } if { + the statutes that govern the other
business entity permit the + } conversion { + . + } { - is
permitted by the statutes governing the other business
entity, - }
{ + (c) A business entity may perform a conversion described
in paragraph (a) or (b) of this subsection + } by approving a
plan of conversion and filing articles of conversion.
{ + (2) + } A corporation organized under this chapter may be
converted to a business entity organized under the laws of
another jurisdiction if:
(a) The { + laws of the other jurisdiction permit the + }
conversion
{ - is permitted by the laws of that jurisdiction - } ;
(b) { + The converting corporation approves + }a plan of
conversion
{ - is approved by the converting corporation - } ;
(c) Articles of conversion are filed in this state;
(d) { + (A) + } The converted business entity submits an
application { + for filing to the Secretary of State + }to
transact business as a foreign business entity of { - that type
to the Secretary of State for filing and - } { + the type into
which the business entity converted unless the converted business
entity does not intend to continue to transact business in this
state; and
(B) The converted business entity + } meets all other
requirements { - prescribed under - } the laws of this
Enrolled House Bill 2254 (HB 2254-A) Page 1
state { + prescribe + } for authorization to transact business
as a foreign business entity of { - that type - } { + the
type into which the business entity converted + }; and
(e) The corporation complies with all requirements
{ - imposed under - } { + that + } the laws of the other
jurisdiction { + impose + } with respect to the conversion.
{ - (2) - } { + (3) + } The plan of conversion
{ - shall - } { + must + } set forth:
(a) The name and type of the business entity prior to
conversion;
(b) The name and type of the business entity after conversion;
(c) A summary of the material terms and conditions of the
conversion;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
converted business entity or any other business entity, or into
cash or other property in whole or in part; and
(e) Any additional information { - required - } { + that
the statutes that govern converted business entities of the type
into which the business entity converted require + } in the
organizational document of the converted business entity { - by
the statutes governing that type of business entity - } .
{ - (3) - } { + (4) + } The plan of conversion may set
forth other provisions relating to the conversion.
SECTION 2. ORS 60.637 is amended to read:
60.637. (1) A dissolved corporation continues { - its - }
{ + the corporation's + } corporate existence but may not carry
on any business except that appropriate to wind up and liquidate
{ - its - } { + the corporation's + } business and affairs,
including:
(a) Collecting { - its - } { + the corporation's + }
assets;
(b) Disposing of { - its - } { + the corporation's + }
properties that will not be distributed in kind to { - its - }
{ + the corporation's + } shareholders;
(c) Discharging or making provision for discharging
{ - its - } { + the corporation's + } liabilities;
(d) Distributing { - its - } { + the corporation's + }
remaining property among { - its - } { + the
corporation's + } shareholders according to { - their - } { +
the shareholders' + } interests; { - and - }
{ + (e) Adopting a plan of merger; and + }
{ - (e) - } { + (f) + } Doing { - every - } other
{ - act - } { + acts + } necessary to wind up and liquidate
{ - its - } { + the corporation's + } business and affairs.
(2) Dissolution of a corporation does not:
(a) Transfer title to the corporation's property;
(b) Prevent transfer of { - its - } { + the
corporation's + } shares or securities, although the
authorization to dissolve may provide for closing the
corporation's share transfer records;
(c) Subject { - its - } { + the corporation's + } directors
or officers to standards of conduct different from those
prescribed in this chapter;
(d) Change quorum or voting requirements for the board of
directors or shareholders, change provisions for selection,
resignation, or removal of { - its - } { + the
corporation's + } directors or officers or both or change
provisions for amending { - its - } { + the corporation's + }
bylaws;
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(e) Prevent commencement of a proceeding by or against the
corporation in { - its - } { + the corporation's + }
corporate name;
(f) Abate or suspend a proceeding pending by or against the
corporation on the effective date of dissolution; or
(g) Terminate the authority of the registered agent of the
corporation.
SECTION 3. ORS 60.654 is amended to read:
60.654. (1) A corporation { + that the Secretary of State + }
administratively dissolved under ORS 60.651 may apply to the
Secretary of State for reinstatement within five years from the
date of dissolution. The application { - shall - } { +
must + }:
(a) State the name of the corporation and the effective date of
{ - its - } { + the corporation's + } administrative
dissolution; and
(b) State that the ground or grounds for dissolution either did
not exist or have been eliminated.
(2) If the Secretary of State determines that the application
contains the information required by subsection (1) of this
section, that the information is correct and that the
corporation's name satisfies the requirements of ORS 60.094, the
Secretary of State shall reinstate the corporation.
(3) When { - the reinstatement is - } effective,
{ - it - } { + the reinstatement + } relates back to and takes
effect as of the effective date of the administrative dissolution
and the corporation resumes carrying on { - its - } { + the
corporation's + } business as if the administrative dissolution
had never occurred.
{ + (4) The Secretary of State may waive the requirement
under subsection (1) of this section that the corporation apply
for reinstatement within five years after the date of
administrative dissolution if the corporation requests the waiver
and provides evidence of the corporation's continued existence as
an active concern during the period of administrative
dissolution. + }
SECTION 4. ORS 60.707 is amended to read:
60.707. (1) A foreign corporation may apply for authority to
transact business in this state by delivering an application to
the office { + of the Secretary of State + } for filing. The
application
{ - shall - } { + must + } set forth:
(a) The name of the foreign corporation or, if { - its - }
{ + the + } name { + the foreign corporation uses + } is
unavailable for filing in this state, another corporate name that
satisfies the requirements of ORS 60.717;
(b) The name of the state or country under whose law
{ - it - } { + the foreign corporation + } is incorporated;
{ + (c) The foreign corporation's registry number in the
state or country under whose law the foreign corporation is
incorporated; + }
{ - (c) - } { + (d) + } { - Its - } { + The foreign
corporation's + } date of incorporation and period of duration
if { + the period is + } not perpetual;
{ - (d) - } { + (e) + } The address, including street and
number and mailing address, if different, of { - its - } { +
the foreign corporation's + } principal office;
{ - (e) - } { + (f) + } The address, including street and
number, of { - its - } { + the foreign corporation's + }
registered office in this state and the name of { - its - }
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{ + the foreign corporation's + } registered agent at
{ - that - } { + the registered + } office; and
{ - (f) - } { + (g) + } The names and respective addresses
of the president and secretary of the foreign corporation.
(2) { + (a) Except as provided in paragraph (b) of this
subsection, + } the foreign corporation shall deliver with the
completed application a certificate of existence, or a document
of similar import, current within 60 days of delivery and
authenticated by the official having custody of corporate records
in the state or country under whose law { - it - } { + the
foreign corporation + } is incorporated.
{ + (b) A foreign corporation need not submit a certificate
of existence or document in accordance with paragraph (a) of this
subsection if the official who has custody of corporate records
in the state or country under whose law the foreign corporation
is incorporated provides free access via the Internet to a
searchable database that contains evidence of corporate
registrations. + }
SECTION 5. ORS 60.787 is amended to read:
60.787. (1) { - Each - } { + A + } domestic corporation,
and { - each - } { + a + } foreign corporation authorized to
transact business in this state, shall by { - its - } { + the
corporation's + } anniversary deliver to the office { + of the
Secretary of State + } for filing an annual report that sets
forth:
(a) The name of the corporation and the state or country under
whose law { - it - } { + the corporation + } is incorporated;
(b) The street address of { - its - } { + the
corporation's + } registered office and the name of { - its - }
{ + the corporation's + } registered agent at
{ - that - } { + the registered + } office in this state;
(c) The address, including street and number and mailing
address, if different, of { - its - } { + the
corporation's + } principal office;
(d) The names and addresses of the president and secretary of
the corporation;
(e) { - The category of the classification code established
by rule of the Secretary of State most closely designating - }
{ + A description of + } the primary business activity of the
corporation; and
(f) Additional identifying information that the Secretary of
State may require by rule.
(2) The information contained { - on - } { + in + } the
annual report
{ - shall - } { + must + } be current as of 30 days before
the anniversary of the corporation.
(3) The Secretary of State shall mail the annual report form to
any address shown for the corporation in the current records of
the office { + of the Secretary of State + }. The failure of the
corporation to receive the annual report form from the Secretary
of State { - shall - } { + does + } not relieve the
corporation of { - its duty - } { + the corporation's duty
under this section + } to deliver an annual report to the office
{ - as required by this section - } .
(4) If an annual report does not contain the information
{ - required by - } this section { + requires + }, the
Secretary of State shall notify the reporting domestic or foreign
corporation in writing and return the report to { - it - }
{ + the corporation + } for correction. The domestic or foreign
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corporation must correct the error within 45 days after the
Secretary of State gives { - such - } { + the + } notice.
(5) { + (a) + } A domestic or foreign corporation may
{ - deliver - } { + update information that is required or
permitted in an annual report filing at any time by
delivering + } to the office { + of the Secretary of State + }
for filing { + :
(A) + } An amendment to the annual report if a change in the
information set forth in the annual report occurs after the
report is delivered to the office for filing and before the next
anniversary { - . - } { + ; or
(B) A statement with the change if the update occurs before the
domestic or foreign corporation files the first annual report.
(b) + } This subsection applies only to a change that is not
required to be made by an amendment to the articles of
incorporation.
{ + (c) + } The amendment to the annual report { + filed
under paragraph (a) of this subsection + } must set forth:
{ - (a) - } { + (A) + } The name of the corporation as
shown on the records of the office; and
{ - (b) - } { + (B) + } The information as changed.
SECTION 6. ORS 62.455 is amended to read:
62.455. (1) { - Each - } { + A + } cooperative shall by
{ - its - } { + the cooperative's + } anniversary deliver to
the office of { + the + } Secretary of State for filing an
annual report that sets forth:
(a) The name of the cooperative.
(b) The street address of { - its - } { + the
cooperative's + } registered office and the name of { - its - }
{ + the cooperative's + } registered agent at
{ - that - } { + the registered + } office in this state.
(c) The address, including street and number and mailing
address, if different, of { - its - } { + the
cooperative's + } principal office.
(d) The names and addresses of the president and secretary of
the cooperative.
(e) { - The category of the classification code established
by rule of the Secretary of State most closely designating - }
{ + A description of + } the primary business activity of the
cooperative.
(f) Additional identifying information that the Secretary of
State may require by rule.
(2) The information contained { - on - } { + in + } the
annual report
{ - shall - } { + must + } be current as of 30 days before
the anniversary of the cooperative.
(3) The Secretary of State shall mail the annual report form to
any address shown for the cooperative in the current records of
the office of { + the + } Secretary of State. The failure of the
cooperative to receive the annual report form from the Secretary
of State { - shall - } { + does + } not relieve the
cooperative of { - its duty - } { + the cooperative's duty
under this section + } to deliver an annual report to the office
{ - of Secretary of State as required by this section - } .
(4) If an annual report does not contain the information
{ - required by - } this section { + requires + }, the
Secretary of State shall notify the reporting cooperative in
writing and return the report to { - it - } { + the
cooperative + } for correction. The cooperative must correct the
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error within 45 days after the Secretary of State gives
{ - such - } { + the + } notice.
(5) { + (a) + } A cooperative may { - deliver - } { +
update information that is required or permitted in an annual
report filing at any time by delivering + } to the office of
{ + the + } Secretary of State for filing { + :
(A) + } An amendment to the annual report if a change in the
information set forth in the annual report occurs after the
report is delivered to the office { - of Secretary of State - }
for filing and before the next anniversary { - . - } { + ; or
(B) A statement with the change if the update occurs before the
cooperative files the first annual report.
(b) + } This subsection applies only to a change that is not
required to be made by an amendment to the articles of
incorporation.
{ + (c) + } The amendment to the annual report { + filed
under paragraph (a) of this subsection + } must set forth:
{ - (a) - } { + (A) + } The name of the cooperative as
shown on the records of the office { - of Secretary of
State - } ; and
{ - (b) - } { + (B) + } The information as changed.
SECTION 7. ORS 62.607 is amended to read:
62.607. (1) { + (a) + } A business entity { - other than a
cooperative - } may be converted to a cooperative organized under
this chapter { - , and - } { + .
(b) + } A cooperative organized under this chapter may be
converted to another business entity organized under the laws of
this state { - , - } if { + the statutes that govern the other
business entity permit the + } conversion { - is permitted by
the statutes governing the other business entity, - } { + .
(c) A business entity may perform a conversion described in
paragraph (a) or (b) of this subsection + } by approving a plan
of conversion and filing articles of conversion.
{ + (2) + } A cooperative organized under this chapter may be
converted to a business entity organized under the laws of
another jurisdiction if:
(a) The { + laws of the other jurisdiction permit the + }
conversion
{ - is permitted by the laws of that jurisdiction - } ;
(b) { + The converting cooperative approves + }a plan of
conversion
{ - is approved by the converting cooperative - } ;
(c) Articles of conversion are filed in this state;
(d) { + (A) + } The converted business entity submits an
application { + for filing to the Secretary of State + } to
transact business as a foreign business entity of { - that type
to the Secretary of State for filing and - } { + the type into
which the business entity converted unless the converted business
entity does not intend to continue to transact business in this
state; and
(B) The converted business entity + } meets all other
requirements { - prescribed under - } the laws of this
state { + prescribe + } for authorization to transact business
as a foreign business entity of { - that type - } { + the
type into which the business entity converted + }; and
(e) The cooperative complies with all requirements
{ - imposed under - } { + that + } the laws of the other
jurisdiction { + impose + } with respect to the conversion.
{ - (2) - } { + (3) + } The plan of conversion
{ - shall - } { + must + } set forth:
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(a) The name and type of the business entity prior to
conversion;
(b) The name and type of the business entity after conversion;
(c) A summary of the material terms and conditions of the
conversion;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
surviving business entity or any other business entity, or into
cash or other property in whole or in part; and
(e) Any additional information { - required - } { + that
the statutes that govern converted business entities of the type
into which the business entity converted require + } in the
organizational document of the converted business entity { - by
the statutes governing that type of business entity - } .
{ - (3) - } { + (4) + } The plan of conversion may set
forth other provisions relating to the conversion.
SECTION 8. ORS 62.685 is amended to read:
62.685. When the Secretary of State has filed the articles of
dissolution, the existence of the cooperative { - shall
cease - } { + ceases + }, except for the purpose of suits,
other proceedings and appropriate corporate action { + ,
including adopting a plan of merger, + } by members,
shareholders, directors and officers as provided in this chapter.
SECTION 9. ORS 63.470 is amended to read:
63.470. (1) { + (a) + } A business entity { - other than a
limited liability company - } may be converted to a limited
liability company organized under this chapter { - , and - }
{ + .
(b) + } A limited liability company organized under this
chapter may be converted to another business entity organized
under the laws of this state { - , - } if { + the statutes
that govern the other business entity permit the + } conversion
{ - is permitted by the statutes governing the other business
entity, - } { + .
(c) A business entity may perform a conversion described in
paragraph (a) or (b) of this subsection + } by approving a plan
of conversion and filing articles of conversion.
{ + (2) + } A limited liability company organized under this
chapter may be converted to a business entity organized under the
laws of another jurisdiction if:
(a) The { + laws of the other jurisdiction permit the + }
conversion
{ - is permitted by the laws of that jurisdiction - } ;
(b) { + The converting limited liability company approves
+ }a plan of conversion { - is approved by the converting
limited liability company - } ;
(c) Articles of conversion are filed in this state;
(d) { + (A) + } The converted business entity submits an
application { + for filing to the Secretary of State + } to
transact business as a foreign business entity of { - that type
to the Secretary of State for filing and - } { + the type into
which the limited liability company converted unless the
converted business entity does not intend to continue to transact
business in this state; and
(B) The converted business entity + } meets all other
requirements { - prescribed under - } the laws of this state
{ + prescribe + } for authorization to transact business as a
foreign business entity of { - that type - } { + the type
into which the business entity converted + }; and
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(e) The limited liability company complies with any
requirements { - imposed under - } { + that + } the laws of
the other jurisdiction { + impose + } with respect to the
conversion.
{ - (2) - } { + (3) + } The plan of conversion
{ - shall - } { + must + } set forth:
(a) The name and type of the business entity prior to
conversion;
(b) The name and type of the business entity after conversion;
(c) A summary of the material terms and conditions of the
conversion;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
converted business entity or any other business entity, or into
cash or other property in whole or in part; and
(e) Any additional information { - required - } { + that
the statutes that govern converted business entities of the type
into which the limited liability company converted require + } in
the organizational document of the converted business entity
{ - by the statutes governing that type of business entity - } .
{ - (3) - } { + (4) + } The plan of conversion may set
forth other provisions relating to the conversion.
SECTION 10. ORS 63.654 is amended to read:
63.654. (1) A limited liability company { + that the Secretary
of State + } administratively dissolved under ORS 63.651 may
apply to the Secretary of State for reinstatement within five
years from the date of dissolution. The application
{ - shall - } { + must + }:
(a) State the name of the limited liability company and the
effective date of { - its - } { + the limited liability
company's + } administrative dissolution; and
(b) State that the ground or grounds for dissolution either did
not exist or have been eliminated.
(2) If the Secretary of State determines that the application
contains the information required by subsection (1) of this
section, that the information is correct and that the limited
liability company's name satisfies the requirements of ORS
63.094, the Secretary of State shall reinstate the limited
liability company.
(3) When { - the reinstatement is - } effective,
{ - it - } { + the reinstatement + } relates back to and takes
effect as of the effective date of the administrative dissolution
and the limited liability company resumes carrying on
{ - its - } { + the limited liability company's + } business
as if the administrative dissolution had never occurred.
{ + (4) The Secretary of State may waive the requirement
under subsection (1) of this section that the limited liability
company apply for reinstatement within five years after the date
of administrative dissolution if the limited liability company
requests the waiver and provides evidence of the limited
liability company's continued existence as an active concern
during the period of administrative dissolution. + }
SECTION 11. ORS 63.707 is amended to read:
63.707. (1) A foreign limited liability company may apply for
authority to transact business in this state by delivering an
application to the office { + of the Secretary of State + } for
filing. The application { - shall - } { + must + } set
forth:
(a) The name of the foreign limited liability company or, if
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{ - its - } { + the + } name { + the foreign limited
liability company uses + } is unavailable for filing in this
state, another name that satisfies the requirements of ORS
63.717;
(b) The name of the state or country under whose law
{ - it - } { + the foreign limited liability company + } is
organized;
{ + (c) The foreign limited liability company's registry
number in the state or country under whose law the foreign
limited liability company is organized; + }
{ - (c) - } { + (d) + } { - Its - } { + The foreign
limited liability company's + } date of organization and either
the date on which the period of { - its - } { + the foreign
limited liability company's + } duration expires or a statement
that { - its - } { + the + } duration is perpetual;
{ - (d) - } { + (e) + } The address, including street and
number, and mailing address, if different, of { - its - } { +
the foreign limited liability company's + } principal office;
{ - (e) - } { + (f) + } The address, including street and
number, of { - its - } { + the foreign limited liability
company's + } registered office in this state and the name of
{ - its - } { + the foreign limited liability company's + }
registered agent at { - that - } { + the registered + }
office;
{ - (f) - } { + (g) + } A statement that the foreign
limited liability company satisfies the requirements of ORS
63.714 (3); and
{ - (g) - } { + (h) + } A statement { + as to + } whether
the foreign limited liability company is member-managed or
manager-managed, or whether the foreign limited liability company
is managed by a manager or managers.
(2) { + (a) Except as provided in paragraph (b) of this
subsection, + }the foreign limited liability company shall
deliver with the completed application a certificate of
existence, or a document of similar import, current within 60
days of delivery and authenticated by the official having custody
of limited liability company records in the state or country
under whose law { - it - } { + the foreign limited liability
company + } is organized.
{ + (b) A foreign limited liability company need not submit a
certificate of existence or document in accordance with paragraph
(a) of this subsection if the official who has custody of
business entity records in the state or country under whose law
the foreign limited liability company is organized provides free
access via the Internet to a searchable database that contains
evidence of limited liability company registrations. + }
SECTION 12. ORS 63.787 is amended to read:
63.787. (1) { - Each - } { + A + } domestic limited
liability company, and
{ - each - } { + a + } foreign limited liability company
authorized to transact business in { - the - } { + this + }
state, shall by { - its - } { + the limited liability
company's + } anniversary deliver to the office of the Secretary
of State for filing an annual report that sets forth:
(a) The name of the limited liability company and the state or
country under whose law { - it - } { + the limited liability
company + } is organized;
(b) The street address of { - its - } { + the limited
liability company's + } registered office and name of
{ - its - } { + the limited liability company's + } registered
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agent at { - that - } { + the registered + } office in this
state;
(c) The address, including street and number and mailing
address, if different, of { - its - } { + the limited
liability company's + } principal office;
(d) The names and addresses of the managers for a
manager-managed limited liability company or the name and address
of at least one member for a member-managed limited liability
company;
(e) { - The category of the classification code established
by rule of the Secretary of State most closely designating - }
{ + A description of + } the primary business activity of the
limited liability company; and
(f) Additional identifying information that the Secretary of
State may require by rule.
(2) The information contained { - on - } { + in + } the
annual report
{ - shall - } { + must + } be current as of 30 days before
the anniversary of the limited liability company.
(3) The Secretary of State shall mail the annual report form to
any address shown for the limited liability company in the
current records of the office { + of the Secretary of State + }.
The failure of the limited liability company to receive the
annual report form from the Secretary of State { - shall - }
{ + does + } not relieve the limited liability company of
{ - its duty - } { + the limited liability company's duty
under this section + } to deliver an annual report to the office
{ - as required by this section - } .
(4) If an annual report does not contain the information
{ - required by - } this section { + requires + }, the
Secretary of State shall notify the reporting domestic or foreign
limited liability company in writing and return the report to
{ - it - } { + the domestic or foreign limited liability
company + } for correction. The domestic or foreign limited
liability company must correct the error within 45 days after the
Secretary of State gives { - such - } { + the + } notice.
(5) { + (a) + } A domestic or foreign limited liability company
may
{ - deliver - } { + update information that is required or
permitted in an annual report filing at any time by
delivering + } to the office { + of the Secretary of State + }
for filing { + :
(A) + } An amendment to the annual report if a change in the
information set forth in the annual report occurs after the
report is delivered to the office for filing and before the next
anniversary { - . - } { + ; or
(B) A statement with the change if the update occurs before the
domestic or foreign limited liability company files the first
annual report.
(b) + }This subsection applies only to a change that is not
required to be made by an amendment to the articles of
organization.
{ + (c) + } The amendment to the annual report { + filed
under paragraph (a) of this subsection + } must set forth:
{ - (a) - } { + (A) + } The name of the limited liability
company as shown on the records of the office; and
{ - (b) - } { + (B) + } The information as changed.
SECTION 13. ORS 65.637 is amended to read:
65.637. (1) A dissolved corporation continues { - its - }
{ + the corporation's + } corporate existence but may not carry
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on any activities except those appropriate to wind up and
liquidate { - its - } { + the corporation's + } affairs,
including:
(a) Preserving and protecting { - its - } { + the
corporation's + } assets and minimizing { - its - } { + the
corporation's + } liabilities;
(b) Discharging or { - making provision - } { +
providing + } for discharging { - its - } { + the
corporation's + } liabilities and obligations;
(c) Disposing of { - its - } { + the corporation's + }
properties that will not be distributed in kind;
(d) Returning, transferring or conveying assets { - held
by - } { + in accordance with a condition under which + } the
corporation { + holds the assets subject to + } { - upon a
condition - } { + a requirement to + } { - requiring - }
return, transfer or { - conveyance - } { + convey the
assets + }, { - which - } { + if the + } condition occurs by
reason of the dissolution { - , in accordance with such
condition - } ;
(e) Transferring, subject to any contractual or legal
requirements, { - its - } { + the corporation's + } assets as
provided in or authorized by { - its - } { + the
corporation's + } articles of incorporation or bylaws;
(f) If the corporation is a public benefit or religious
corporation, and { + the corporation has not provided + }
{ - no provision has been made - } in { - its - } { + the
corporation's + } articles or bylaws for
{ - distribution of - } { + distributing + } assets on
dissolution, transferring, subject to any contractual or legal
requirement,
{ - its - } { + the corporation's + } assets to one or more
persons described in ORS 65.001 (37)(b);
(g) If the corporation is a mutual benefit corporation and
{ - no provision has been made in its - } { + the corporation
has not provided in the corporation's + } articles or bylaws for
{ - distribution of - } { + distributing + } assets on
dissolution, transferring, subject to any contractual or legal
requirements, { - its - } { + the corporation's + } assets to
{ - its - } { + the corporation's + } members or, if
{ - it - } { + the corporation + } has no members, to those
persons whom the corporation
{ - holds itself out as benefiting or serving - } { +
purports to benefit or serve + }; { - and - }
{ + (h) Adopting a plan of merger; and + }
{ - (h) - } { + (i) + } Doing { - every - } other
{ - act - } { + acts + } necessary to liquidate { - its - }
{ + the corporation's + } assets and wind up { - its - }
{ + the corporation's + } affairs.
(2) Dissolution of a corporation does not:
(a) Transfer title to the corporation's property;
(b) Subject { - its - } { + the corporation's + } directors
or officers to standards of conduct different from those
prescribed in ORS 65.301 to 65.414;
(c) Change quorum or voting requirements for { - its - }
{ + the corporation's + } board or members, change provisions
for selection, resignation or removal of { - its - } { + the
corporation's + } directors or officers, or both, or change
provisions for amending { - its - } { + the corporation's + }
bylaws;
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(d) Prevent commencement of a proceeding by or against the
corporation in { - its - } { + the corporation's + }
corporate name;
(e) Abate or suspend a proceeding pending by or against the
corporation on the effective date of dissolution; or
(f) Terminate the authority of the registered agent of the
corporation.
SECTION 14. ORS 65.654 is amended to read:
65.654. (1) A corporation { + that the Secretary of State + }
administratively dissolved under ORS 65.651 may apply to the
Secretary of State for reinstatement within five years from the
date of dissolution. The application must:
(a) State the name of the corporation and the effective date of
{ - its - } { + the corporation's + } administrative
dissolution; and
(b) State that the ground or grounds for dissolution either did
not exist or have been eliminated.
(2) If the Secretary of State determines that the application
contains the information required by subsection (1) of this
section, that the information is correct, and that the
corporation's name satisfies the requirements of ORS 65.094, the
Secretary of State shall reinstate the corporation.
(3) When { - reinstatement is - } effective, { - it - }
{ + the reinstatement + } relates back to and takes effect as
of the effective date of the administrative dissolution and the
corporation resumes carrying on
{ - its - } { + the corporation's + } activities as if the
administrative dissolution had never occurred.
(4) The Secretary of State may waive the requirement under
subsection (1) of this section that the corporation apply for
reinstatement within five years after the date of { +
administrative + } dissolution if the corporation requests the
waiver and { - shows good cause for the corporation's failure
to apply for reinstatement as provided in subsection (1) of this
section - } { + provides evidence of the corporation's
continued existence as an active concern during the period of
administrative dissolution + }.
SECTION 15. ORS 65.707 is amended to read:
65.707. (1) A foreign corporation may apply for authority to
transact business in this state by delivering an application to
the office of the Secretary of State for filing. The application
must set forth:
(a) The name of the foreign corporation or, if { - its - }
{ + the + } name { + the foreign corporation uses + } is
unavailable for use in this state, a corporate name that
satisfies the requirements of ORS 65.717;
(b) The name of the state or country under whose law
{ - it - } { + the foreign corporation + } is incorporated;
{ + (c) The foreign corporation's registry number in the
state or country under whose law the foreign corporation is
incorporated; + }
{ - (c) - } { + (d) + } The { + foreign corporation's + }
date of incorporation and period of duration if { + the period
is + } not perpetual;
{ - (d) - } { + (e) + } The address including street and
number and mailing address, of { - its - } { + the foreign
corporation's + } principal office;
{ - (e) - } { + (f) + } The address, including street and
number, of { - its - } { + the foreign corporation's + }
registered office in this state and the name of { - its - }
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{ + the foreign corporation's + } registered agent at
{ - that - } { + the registered + } office;
{ - (f) - } { + (g) + } The names and respective addresses
of the president and secretary of the foreign corporation;
{ - (g) - } { + (h) + } Whether the foreign corporation has
members; and
{ - (h) - } { + (i) + } Whether the { + foreign + }
corporation, if { - it - } { + the foreign corporation + }
had been incorporated in this state, would be a public benefit,
mutual benefit or religious corporation.
(2) { + (a) Except as provided in paragraph (b) of this
subsection, + } the foreign corporation shall deliver with the
completed application a certificate of existence or a document of
similar import, current within 60 days of delivery and
authenticated by the official having custody of corporate records
in the state or country under whose law { - it - } { + the
foreign corporation + } is incorporated.
{ + (b) A foreign corporation need not submit a certificate
of existence or document in accordance with paragraph (a) of this
subsection if the official who has custody of corporate records
in the state or country under whose law the foreign corporation
is incorporated provides free access via the Internet to a
searchable database that contains evidence of corporate
registrations. + }
(3) A foreign corporation { - shall - } { + may + } not be
denied authority to transact business in this state by reason of
the fact that the laws of the state or country under which the
corporation is organized governing { - its - } { + the
corporation's + } organization and internal affairs differ from
the laws of this state.
SECTION 16. ORS 65.787 is amended to read:
65.787. (1) { - Each - } { + A + } domestic corporation,
and { - each - } { + a + } foreign corporation authorized to
transact business in this state, shall by { - its - } { + the
corporation's + } anniversary deliver to the office of the
Secretary of State for filing an annual report that sets forth:
(a) The name of the corporation and the state or country under
whose law { - it - } { + the corporation + } is incorporated;
(b) The street address of the { + corporation's + } registered
office and the name of the { + corporation's + } registered
agent at { - that - } { + the registered + } office in this
state;
(c) If the registered agent is changed, { + a statement that
indicates + } that the new registered agent has consented to the
appointment;
(d) The address including street and number and mailing address
if different from { - its - } { + the corporation's + }
principal office;
(e) The names and addresses of the president and secretary of
the corporation;
(f) A brief description of the nature of the activities of the
corporation;
(g) Whether or not { - it - } { + the corporation + } has
members;
(h) If { - it - } { + the corporation + } is a domestic
corporation, whether { - it - } { + the corporation + } is a
public benefit, mutual benefit or religious corporation;
(i) If { - it - } { + the corporation + } is a foreign
corporation, whether
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{ - it - } { + the corporation + } would be public benefit,
mutual benefit or religious corporation had { - it - } { +
the corporation + } been incorporated in this state; and
(j) Additional identifying information that the Secretary of
State may require by rule.
(2) The information contained { - on - } { + in + } the
annual report
{ - shall - } { + must + } be current as of 30 days before
the anniversary of the corporation.
(3) The Secretary of State shall mail the annual report form to
any address shown for the { + domestic or foreign + }
corporation in the current records of the office { + of the
Secretary of State + }. The failure of the { + domestic or
foreign + } corporation to receive the annual report form from
the Secretary of State { - shall - } { + does + } not relieve
the corporation of { - its duty - } { + the corporation's
duty under this section + } to deliver an annual report to the
office { - as required by this section - } .
(4) If an annual report does not contain the information
{ - required by - } this section { + requires + }, the
Secretary of State shall promptly notify the reporting domestic
or foreign corporation in writing and return the report to
{ - it - } { + the corporation + } for correction. The
domestic or foreign corporation must correct the error within 45
days after the Secretary of State gives { - such - } { +
the + } notice.
(5) { + (a) + } A domestic or foreign corporation may { +
update information that is required or permitted in an annual
report filing at any time by delivering + } { - deliver - } to
the office of the Secretary of State for filing { + :
(A) + } An amendment to the annual report if a change in the
information set forth in the annual report occurs after the
report is delivered to the office { - of the Secretary of
State - } for filing and before the next anniversary { - . - }
{ + ; or
(B) A statement with the change if the update occurs before the
domestic or foreign corporation files the first annual report.
(b) + } This subsection applies only to a change that is not
required to be made by an amendment to the articles of
incorporation.
{ + (c) + } The amendment to the annual report { + filed
under paragraph (a) of this subsection + } must set forth:
{ - (a) - } { + (A) + } The name of the corporation as
shown on the records of the office { - of the Secretary of
State - } ; and
{ - (b) - } { + (B) + } The information as changed.
(6) The Secretary of State may not charge a nonprofit
corporation a fee to file an annual report under ORS 56.140 if
the nonprofit corporation provides evidence to the Secretary of
State that:
(a) The purpose of the nonprofit corporation as set forth in
the articles of incorporation is to maintain a historic cemetery;
and
(b) The historic cemetery that the nonprofit corporation
maintains is listed with the Oregon Commission on Historic
Cemeteries under ORS 97.782.
SECTION 17. ORS 67.342 is amended to read:
67.342. (1) { + (a) + } A business entity { - other than a
partnership - } may be converted to a partnership organized under
this chapter { - , and - } { + .
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(b) + } A partnership organized under this chapter may be
converted to another business entity organized under the laws of
this state { - , - } if { + the statutes that govern the other
business entity permit the + } conversion { + . + } { - is
permitted by the statutes governing the other business
entity, - }
{ + (c) A business entity may perform a conversion described
in paragraph (a) or (b) of this subsection + }by approving a
plan of conversion and filing articles of conversion.
{ + (2) + } A partnership organized under this chapter may be
converted to a business entity organized under the laws of
another jurisdiction if:
(a) The { + laws of the other jurisdiction permit the + }
conversion
{ - is permitted by the laws of that jurisdiction - } ;
(b) { + The converting partnership approves + }a plan of
conversion
{ - is approved by the converting partnership - } ;
(c) Articles of conversion are filed in this state;
(d) { + (A) + } The converted business entity submits an
application { + for filing to the Secretary of State + }to
transact business as a foreign business entity of { - that type
to the Secretary of State for filing and - } { + the type into
which the business entity converted unless the converted business
entity does not intend to continue to transact business in this
state; and
(B) The converted business entity + } meets all other
requirements { - prescribed under - } the laws of this state
{ + prescribe + } for authorization to transact business as a
foreign business entity of { - that type - } { + the type
into which the business entity converted + }; and
(e) The partnership complies with any requirements
{ - imposed under - } { + that + } the laws of the other
jurisdiction { + impose + } with respect to the conversion.
{ - (2) - } { + (3) + } The plan of conversion
{ - shall - } { + must + } set forth:
(a) The name and type of the business entity prior to
conversion;
(b) The name and type of the business entity after conversion;
(c) A summary of the material terms and conditions of the
conversion;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
converted business entity or any other business entity, or into
cash or other property in whole or in part; and
(e) If the business entity after conversion is not a
partnership, any additional information { - required in - }
{ + that the statutes that govern converted business entities
of the type into which the business entity converted require
in + } the organizational document of the converted business
entity { - by the statutes governing that type of business
entity - } .
{ - (3) - } { + (4) + } The plan of conversion may set
forth other provisions relating to the conversion.
SECTION 18. ORS 67.645 is amended to read:
67.645. (1) { - Each - } { + A + } limited liability
partnership registered to transact business in this state, and
{ - each - } { + a + } foreign limited liability partnership
authorized to transact business in this state, shall by
{ - its - } { + the limited liability partnership's + }
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anniversary deliver an annual report to the office of the
Secretary of State for filing. The annual report { - shall - }
{ + must + } set forth:
(a) The name of the { + limited liability + } partnership and
the state or country under whose law { - it - } { + the
limited liability partnership + } is registered or qualified as a
limited liability partnership;
(b) The address, including street and number, and mailing
address, if different, of the principal office from which the
{ + limited liability + } partnership conducts { - its - }
{ + the limited liability partnership's + } business;
(c) The names and addresses of at least two partners of the
{ + limited liability + } partnership;
(d) A brief statement describing the primary business activity
of the { + limited liability + } partnership; and
(e) Additional identifying information that the Secretary of
State may require by rule.
(2) The information contained { - on - } { + in + } the
annual report
{ - shall - } { + must + } be current within 30 days before
the report is due.
(3) The Secretary of State shall mail the annual report form to
any address shown for the limited liability partnership or
foreign limited liability partnership in the current records of
the office of the Secretary of State. The failure of the limited
liability partnership or foreign limited liability partnership to
receive the annual report form from the Secretary of State
{ - shall - } { + does + } not relieve the limited liability
partnership or foreign limited liability partnership of { - its
duty - } { + the limited liability partnership's or foreign
limited liability partnership's duty under this section + } to
deliver an annual report to the office { - of the Secretary of
State as required by this section - } .
(4) If an annual report does not contain the information
{ - required by - } this section { + requires + }, the
Secretary of State shall notify the reporting limited liability
partnership or foreign limited liability partnership in writing
and return the report to
{ - it - } { + the limited liability partnership or foreign
limited liability partnership + } for correction. The limited
liability partnership or foreign limited liability partnership
must correct the error within 45 days after the Secretary of
State gives { - such - } { + the + } notice.
(5) { + (a) + } A limited liability partnership or foreign
limited liability partnership may { - deliver - } { + update
information that is required or permitted in an annual report
filing at any time by delivering + } to the office of the
Secretary of State for filing { + :
(A) + } An amendment to the annual report if a change in the
information set forth in the annual report occurs after the
report is delivered to the office { - of the Secretary of
State - } for filing and before the next anniversary { - . - }
{ + ; or
(B) A statement with the change if the update occurs before the
limited liability partnership or foreign limited liability
partnership files the first annual report.
(b) + } The amendment to the annual report { + filed under
paragraph (a) of this subsection + } must set forth:
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{ - (a) - } { + (A) + } The name of the limited liability
partnership or foreign limited liability partnership as shown on
the records of the office; and
{ - (b) - } { + (B) + } The information as changed.
SECTION 19. ORS 67.665 is amended to read:
67.665. (1) A limited liability partnership for which the
Secretary of State has administratively revoked { - its - }
{ + the limited liability partnership's + } registration as a
limited liability partnership may apply to the Secretary of State
for reinstatement within five years from the date of revocation.
The application
{ - shall - } { + must + }:
(a) State the name of the limited liability partnership and the
effective date of the administrative revocation of { - its - }
{ + the limited liability partnership's + } registration as a
limited liability partnership; and
(b) State that the ground or grounds for revocation either did
not exist or have been eliminated.
(2) If the Secretary of State determines that the application
contains the information required by subsection (1) of this
section, that the information is correct and that the limited
liability partnership's name satisfies the requirements of ORS
67.625, the Secretary of State shall reinstate the registration
of the limited liability partnership.
(3) When { - the reinstatement is - } effective,
{ - it - } { + the reinstatement + } relates back to and takes
effect as of the effective date of the administrative revocation
and the partnership's status as a limited liability partnership
continues as if the administrative revocation had never occurred.
{ + (4) The Secretary of State may waive the requirement
under subsection (1) of this section that the limited liability
partnership apply for reinstatement within five years after the
date of administrative revocation if the limited liability
partnership requests the waiver and provides evidence of the
limited liability partnership's continued existence as an active
concern during the period of administrative revocation. + }
SECTION 20. ORS 67.710 is amended to read:
67.710. (1) A foreign limited liability partnership may apply
for authority to transact business in this state by delivering an
application for authorization to the office of the Secretary of
State for filing. The application { - shall - } { + must + }
set forth:
(a) The name of the foreign limited liability partnership or,
if { - its - } { + the + } name { + the foreign limited
liability partnership uses + } is unavailable for filing in this
state, another name that satisfies the requirements of ORS
67.730;
(b) The name of the state or country under whose law
{ - it - } { + the foreign limited liability partnership + }
is registered and the date of registration;
{ + (c) The foreign limited liability partnership's registry
number in the state or country under the laws of which the
foreign limited liability partnership is registered; + }
{ - (c) - } { + (d) + } The address, including street and
number, and mailing address, if different, of { - its - } { +
the foreign limited liability partnership's + } principal office;
{ - (d) - } { + (e) + } A mailing address to which notices
{ - as - } required by this chapter may be mailed;
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{ - (e) - } { + (f) + } A brief statement describing the
primary business activity of the foreign limited liability
partnership; and
{ - (f) - } { + (g) + } The names and addresses of at least
two partners of the foreign limited liability partnership.
(2) { + (a) Except as provided in paragraph (b) of this
subsection, + } the foreign limited liability partnership shall
deliver with the completed application a certificate of
existence, or a document of similar import, current within 60
days of delivery and authenticated by the official having custody
of limited liability partnership records in the state or country
under whose law { - it - } { + the foreign limited liability
partnership + } is registered.
{ + (b) A foreign limited liability partnership need not
submit a certificate of existence or document in accordance with
paragraph (a) of this subsection if the official who has custody
of limited liability partnership records in the state or country
under whose law the foreign limited liability partnership is
registered provides free access via the Internet to a searchable
database that contains evidence of limited liability partnership
registrations. + }
(3) The foreign limited liability partnership { - shall
be - } { + is + } authorized by the Secretary of State to
transact business in this state upon the filing of the
application for authorization, or if applicable, upon the delayed
effective time and date set forth in the application for
authorization in accordance with ORS 67.530, and the payment of
the required fee. The authorization shall remain effective until
the authorization is voluntarily withdrawn pursuant to ORS 67.740
or the authorization is revoked pursuant to ORS 67.755.
SECTION 21. ORS 70.355 is amended to read:
70.355. (1) Before transacting business in this state, a
foreign limited partnership shall register with the Secretary of
State. In order to register, a foreign limited partnership shall
submit for filing to the office of Secretary of State an
application for registration as a foreign limited partnership.
The application { - shall - } { + must + } be signed by a
general partner and
{ - shall - } { + must + } set forth the following:
(a) The name of the foreign limited partnership.
(b) The jurisdiction and the date of formation of the foreign
limited partnership.
{ + (c) The foreign limited partnership's registry number in
the state or country under whose law the foreign limited
partnership is registered. + }
{ - (c) - } { + (d) + } The name and street address of the
initial registered agent which the foreign limited partnership
and all general partners { - thereof - } { + of the foreign
limited partnership + } are required to maintain in this state
under ORS 70.025.
{ - (d) - } { + (e) + } A mailing address to which the
Secretary of State may mail notices { - as - } required by
this chapter.
{ - (e) - } { + (f) + } The address of the office where the
records listed in ORS 70.050 are maintained together with an
undertaking by the foreign limited partnership to keep these
records until the foreign limited partnership's registration in
this state is canceled.
{ - (f) - } { + (g) + } The name and business address of
each general partner.
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{ - (g) - } { + (h) + } Any additional identifying
information that the Secretary of State may require by rule.
(2) A person who signs the application for registration as a
foreign limited partnership as an agent or fiduciary need not
exhibit evidence of such authority as a prerequisite to filing.
(3) { - The execution by a general partner of - } { + A
general partner's executing + } the application for registration
as a foreign limited partnership constitutes an affirmation under
the applicable penalties of false swearing or perjury that the
facts stated { - therein - } { + in the application + } are
true.
(4) { + (a) Except as provided in paragraph (b) of this
subsection, + }the foreign limited partnership shall deliver
with the completed application a certificate of existence or a
similar document that is current within 60 days of the date of
delivery. The certificate or document { - shall - } { +
must + } be authenticated by the official having custody of
limited partnership records in the state or country under whose
law the partnership is organized.
{ + (b) A foreign limited partnership need not submit a
certificate of existence or document in accordance with paragraph
(a) of this subsection if the official who has custody of limited
partnership records in the state or country under whose law the
limited partnership is registered provides free access via the
Internet to a searchable database that contains evidence of
limited partnership registrations. + }
SECTION 22. ORS 70.440 is amended to read:
70.440. (1) A limited partnership { + that the Secretary of
State + } administratively inactivated under ORS 70.430 may apply
to the Secretary of State for reinstatement within five years
from the date of inactivation. The application { - shall - }
{ + must + }:
(a) State the name of the limited partnership and effective
date of { - its - } { + the limited partnership's + }
administrative inactivation; and
(b) State that the ground or grounds for inactivation either
did not exist or have been eliminated.
(2) If the Secretary of State determines that the application
contains the information required by subsection (1) of this
section, that the information is correct and that the limited
partnership's name satisfies the requirements of ORS 70.010, the
Secretary of State shall reinstate the limited partnership.
(3) When { - the reinstatement is - } effective,
{ - it - } { + the reinstatement + } relates back to and takes
effect as of the effective date of the administrative
inactivation and the limited partnership is considered to resume
carrying on { - its - } { + the limited partnership's + }
business as if the administrative inactivation had never
occurred.
{ + (4) The Secretary of State may waive the requirement
under subsection (1) of this section that the limited partnership
apply for reinstatement within five years after the date of
administrative inactivation if the limited partnership requests
the waiver and provides evidence of the limited partnership's
continued existence as an active concern during the period of
administrative inactivation. + }
SECTION 23. ORS 70.505 is amended to read:
70.505. (1) { + (a) + } A business entity { - other than a
limited partnership - } may be converted to a limited
partnership organized under this chapter { - , and - } { + .
Enrolled House Bill 2254 (HB 2254-A) Page 19
(b) + }A limited partnership organized under this chapter may
be converted to another business entity organized under the laws
of this state { - , - } if { + the statutes that govern the
other business entity permit the + } conversion { + . + }
{ - is permitted by the statutes governing the other business
entity, - }
{ + (c) A business entity may perform a conversion described
in paragraph (a) or (b) of this subsection + } by approving a
plan of conversion and filing articles of conversion.
{ + (2) + } A limited partnership organized under this
chapter may be converted to a business entity organized under the
laws of another jurisdiction if:
(a) The { + laws of the other jurisdiction permit the + }
conversion
{ - is permitted by the laws of that jurisdiction - } ;
(b) { + The converting limited partnership approves + } a plan
of conversion { - is approved by the converting limited
partnership - } ;
(c) Articles of conversion are filed in this state;
(d) { + (A) + } The converted business entity submits an
application { + for filing to the Secretary of State + } to
transact business as a foreign business entity of { - that type
to the Secretary of State for filing and - } { + the type into
which the business entity converted unless the converted business
entity does not intend to continue to transact business in this
state; and
(B) The converted business entity + } meets all other
requirements { - prescribed under - } the laws of this state
{ + prescribe + } for authorization to transact business as a
foreign business entity of { - that type - } { + the type
into which the business entity converted + }; and
(e) The limited partnership complies with any requirements
{ - imposed under - } { + that + } the laws of the other
jurisdiction { + impose + } with respect to the conversion.
{ - (2) - } { + (3) + } A plan of conversion
{ - shall - } { + must + } set forth:
(a) The name and type of business entity prior to conversion;
(b) The name and type of the business entity after conversion;
(c) A summary of the material terms and conditions of the
conversion;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
converted business entity or any other business entity, or into
cash or other property in whole or in part; and
(e) Any additional information { - required - } { + that
the statutes that govern converted business entities of the type
into which the business entity converted require + } in the
organizational document of the converted business entity { - by
the statutes governing that type of business entity - } .
{ - (3) - } { + (4) + } The plan of conversion may set
forth other provisions relating to the conversion.
SECTION 24. ORS 70.610 is amended to read:
70.610. (1) { - Each - } { + A + } domestic limited
partnership and { - each - } { + a + } foreign limited
partnership registered to transact business in this state shall
submit for filing an annual report to the office of { + the + }
Secretary of State that includes:
(a) The name of the domestic or foreign limited partnership and
the state or country under { - the laws of which it - } { +
Enrolled House Bill 2254 (HB 2254-A) Page 20
whose law the domestic or foreign limited partnership + } is
formed;
(b) The street address of { - its - } { + the domestic or
foreign limited partnership's + } registered office in this state
and the name of { - its - } { + the domestic or foreign
limited partnership's + } registered agent at { - that - }
{ + the registered + } office;
(c) The name and respective address of each general partner of
the domestic or foreign limited partnership;
(d) { - The category of the classification code as
established by rule of the Secretary of State most closely
designating - } { + A description of + } the primary business
activity of the domestic or foreign limited partnership;
(e) The location of the office in which the records described
in ORS 70.050 are kept;
(f) A mailing address to which the Secretary of State may mail
notices { - as - } required by this chapter; and
(g) Additional identifying information that the Secretary of
State may require by rule.
(2) The annual report { - shall - } { + must + } be on
forms prescribed and furnished by the Secretary of State. The
information contained in the annual report { - shall - } { +
must + } be current as of 30 days before the anniversary of the
domestic or foreign limited partnership.
(3) The annual report { - shall - } { + must + } be signed
by at least one general partner, or if the domestic or foreign
limited partnership is in the hands of a receiver or trustee,
{ - it shall - } { + the annual report must + } be signed on
behalf of the partnership by { - such - } { + the + }
receiver or trustee.
(4) The Secretary of State shall mail the annual report form to
the address shown for the { + domestic or foreign + } limited
partnership in the current records of the office of { + the + }
Secretary of { + the + } State. The failure of the { + domestic
or foreign + } limited partnership to receive the annual report
form from the Secretary of State { - shall - } { + does + }
not relieve the limited partnership of { - its duty - } { +
the limited partnership's duty under this section + } to deliver
an annual report to the office { - of Secretary of State as
required by this section - } .
(5) If the Secretary of State finds that the report conforms to
the requirements of this chapter and all fees have been paid, the
Secretary of State shall file the report.
(6) { + (a) + } A { + domestic or foreign + } limited
partnership may
{ - deliver - } { + update information that is required or
permitted in an annual report filing at any time by
delivering + } to the office of { + the + } Secretary of State
for filing { + :
(A) + } An amendment to the annual report if a change in the
information set forth in the annual report occurs after the
report is delivered to the office { - of Secretary of State - }
for filing and before the next anniversary { - . - } { + ; or
(B) A statement with the change if the update occurs before the
domestic or foreign corporation limited partnership files the
first annual report.
(b) + } This subsection applies only to a change that is not
required to be made by an amendment to the certificate of limited
partnership.
Enrolled House Bill 2254 (HB 2254-A) Page 21
{ + (c) + } The amendment to the annual report
{ - shall - } { + filed under paragraph (a) of this subsection
must + } set forth:
{ - (a) - } { + (A) + } The name of the limited partnership
as shown on the records of the office { - of Secretary of
State - } ; and
{ - (b) - } { + (B) + } The information as changed.
SECTION 25. ORS 128.595 is amended to read:
128.595. (1) { - Each - } { + A + } business trust by the
{ + trust's + } anniversary date shall { - file a report
with - } { + deliver to the office of + } the Secretary of
State { + for filing an annual report + } accompanied by the
annual fee.
(2) The { + annual + } report shall contain the following:
(a) The name of the business trust and the state or country
under whose law { - it - } { + the business trust + } is
formed;
(b) The names and addresses of { - its - } { + the business
trust's + } trustees;
(c) The street address of the { + business trust's + }
registered office in this state and the name of the trust's
registered agent at { - that - } { + the registered + }
office;
(d) A mailing address to which the Secretary of State may mail
notices;
(e) { - The category of the classification code as
established by rule of the Secretary of State most closely
designating - } { + A description of + } the primary business
activity of the business trust; and
(f) Any additional identifying information that the Secretary
of State { - by rule - } may require { + by rule + }.
(3) The annual report shall be on forms prescribed and
furnished by the Secretary of State. The information contained in
the annual report shall be current as of 30 days before the
anniversary of the business trust.
(4) The Secretary of State shall mail the report form to any
address shown for the business trust in the current records of
the office of the Secretary of State. The failure of the business
trust to receive the report form from the Secretary of State
{ - shall - } { + does + } not relieve the business trust of
{ - its duty - } { + the trust's duty under this section + }
to deliver a report { + to the office. + }
{ - as required by this section. - }
(5) If the Secretary of State finds the report conforms to the
requirements of this section, the Secretary of State shall file
the report.
(6) If the Secretary of State finds that the { + annual + }
report does not conform to the requirements of this section, the
Secretary of State shall return the report to the business trust.
The business trust shall correct the annual report and return
{ - it - } { + the corrected report + } to the Secretary of
State within 45 days after the Secretary of State returns the
report.
(7) If no report is filed by the reporting date or if no
corrected report is filed within the 45-day period, the Secretary
of State shall send to the business trust a final notice advising
that no report has been filed and it is, therefore, assumed that
the business trust is no longer active unless a report is filed
within 45 days after the mailing of such final notice.
Enrolled House Bill 2254 (HB 2254-A) Page 22
(8) Not less than 45 days after the date of mailing of the
final notice provided for by subsection (7) of this section, the
Secretary of State may assume and note on the records of the
Secretary of State that the business trust is inactive.
SECTION 26. ORS 128.599 is amended to read:
128.599. (1) A business trust { + that the Secretary of
State + } inactivated under ORS 128.597 may apply to the
Secretary of State for reinstatement within five years from the
date of inactivation. The application { - shall - } { +
must + } state:
(a) The name of the business trust and effective date of
{ - its - } { + the business trust's + } administrative
inactivation; and
(b) That the ground or grounds for inactivation either did not
exist or have been eliminated.
(2) If the Secretary of State determines that the application
contains the information required by subsection (1) of this
section, that the information is correct and that the business
trust's name satisfies the requirements of ORS 60.094, the
Secretary of State shall reinstate the business trust.
(3) When { - the reinstatement is - } effective,
{ - it - } { + the reinstatement + } relates back to and takes
effect as of the effective date of the administrative
inactivation and the business trust is considered to resume
carrying on { - its - } { + the business trust's + } business
as if the administrative inactivation had never occurred.
{ + (4) The Secretary of State may waive the requirement
under subsection (1) of this section that the business trust
apply for reinstatement within five years after the date of
administrative inactivation if the business trust requests the
waiver and provides evidence of the business trust's continued
existence as an active concern during the period of
administrative inactivation. + }
SECTION 27. ORS 554.307 is amended to read:
554.307. (1) A corporation { + that the Secretary of State + }
administratively dissolved under ORS 554.305 may apply to the
Secretary of State for reinstatement within five years from the
date of dissolution. The application { - shall - } { +
must + } state:
(a) The name of the corporation and the effective date of
{ - its - } { + the corporation's + } administrative
dissolution; and
(b) That the ground or grounds for dissolution either did not
exist or have been eliminated.
(2) If the Secretary of State determines that the application
contains the information required by subsection (1) of this
section, that the information is correct and that the
corporation's name satisfies the requirements of ORS 554.040 (2),
the Secretary of State shall reinstate the corporation.
(3) When { - the reinstatement is - } effective,
{ - it - } { + the reinstatement + } relates back to and takes
effect as of the effective date of the administrative dissolution
and the corporation resumes carrying on { - its - } { + the
corporation's + } business as if the administrative dissolution
had never occurred.
{ + (4) The Secretary of State may waive the requirement
under subsection (1) of this section that the corporation apply
for reinstatement within five years after the date of
administrative dissolution if the corporation requests the waiver
and provides evidence of the corporation's continued existence as
Enrolled House Bill 2254 (HB 2254-A) Page 23
an active concern during the period of administrative
dissolution. + }
SECTION 28. ORS 648.005 is amended to read:
648.005. As used in this chapter:
(1) { + (a) + } 'Assumed business name' means one or more words
or numerals, or a combination of words and numerals, that a
person uses to identify { - any - } { + a + } business that
the person carries on, conducts or transacts, if at the time and
place that the person carries on, conducts or transacts the
business, the person does not conspicuously disclose the real and
true name of each person that is carrying on, conducting or
transacting the business.
{ + (b) + } { - Any - } { + ' Assumed business name'
includes a + } name that a person uses to identify a business
that { - includes - } { + incorporates + } a word or phrase
that suggests the existence of additional owners, such as
'Company,' '& Company,' '& Daughters,' '& Associates,' or a
similar word or phrase { - , is an assumed business name - } ,
unless the name is the real and true name of the person that
carries on, conducts or transacts the business.
(2) 'Business' { - includes - } { + means + } activity
carried on, conducted or transacted by or on behalf of nonprofit,
social, fraternal and charitable entities and unincorporated
associations,
{ - as well as activity carried on, conducted or transacted - }
{ + or + } for commercial gain.
(3) 'Carry on, conduct or transact business' means:
(a) To sell { + , purchase or lease + } { - or to lease to
another, - } real estate, goods, intangible property or
services { + from or to another person + };
{ - (b) To purchase or to lease from another, real estate,
goods, intangible property or services; - }
{ - (c) - } { + (b) + } To solicit an investment in or a
donation to a business;
{ - (d) - } { + (c) + } { - Knowingly - } To { +
knowingly + } permit another person to solicit an investment in
or a donation to a business in which
{ - one - } { + a person + } has an interest; or
{ - (e) - } { + (d) + } To apply for an extension of
credit.
(4) 'Entity' { - includes - } { + means + } a foreign or
domestic corporation, foreign or domestic nonprofit corporation,
foreign or domestic profit or nonprofit unincorporated
association, foreign or domestic business trust, foreign or
domestic limited partnership, foreign or domestic general
partnership, foreign or domestic limited liability company, two
or more persons { - having - } { + that have + } a joint or
common economic interest, { - any - } { + a + } state, the
United States, a federally recognized Native American or American
Indian tribal government or { - any - } { + a + } foreign
government.
(5) 'Person' { - includes individual and - } { + means an
individual or an + } entity.
(6) 'Real and true name' means:
(a) The surname of an individual coupled with a combination of
the individual's given names { - and - } { + or + } initials;
(b) The corporate name of a domestic corporation stated in the
articles of incorporation or amendment filed with the office of
the Secretary of State or the corporate name of a foreign
corporation as stated under ORS 60.707 (1);
Enrolled House Bill 2254 (HB 2254-A) Page 24
(c) The name of a foreign or domestic limited partnership
stated in the documents filed with the office of the Secretary of
State under ORS chapter 70;
(d) The name of a foreign or domestic limited liability company
stated in the documents filed with the office of the Secretary of
State under ORS chapter 63;
(e) The name of a foreign or domestic nonprofit corporation
stated in the documents filed with the office of the Secretary of
State under ORS chapter 65;
(f) The name of a foreign or domestic general partnership
stated in { - any - } { + the + } documents filed with the
office of the Secretary of State under this chapter; or
(g) The name of a foreign or domestic business trust or estate
stated in { - any - } { + the + } documents filed with the
office of the Secretary of State.
{ + (7) 'Registrant' means a person for which the Secretary
of State has registered an application filed under ORS
648.012. + }
{ - (7) - } { + (8) + } 'Service mark' has the meaning
given in ORS 647.005.
SECTION 29. ORS 648.025 is amended to read:
648.025. { + (1)(a) A registrant or an authorized
representative of the registrant may at any time deliver to the
Secretary of State for filing an application to amend an assumed
business name that is registered under this chapter. The
application must conform to the requirements set forth in ORS
648.010. + }
{ - (1) - } { + (b) + } { - An application to amend a
registration of an assumed business name shall be delivered
to - } { + A registrant or an authorized representative of the
registrant shall deliver an application to amend an assumed
business name to + } the office of the Secretary of State for
filing within 60 days after any of the following occurs:
{ - (a) - } { + (A) + } { - There is a change in the
identity, names or addresses of the persons carrying on,
conducting or transacting - } { + The identity, name or address
of a person that carries on, conducts or transacts + } the
business for which the assumed business name is registered { +
changes + };
{ - (b) - } { + (B) + } { - There is a change in - } The
identity, name or address of the person authorized to represent
the registrant or registrants { + changes + };
{ - (c) - } { + (C) + } The registrant commences to carry
on, { - to - } conduct or { - to - } transact business
under the assumed business name in a county or counties
{ - different from those that the registrant stated in the
application where - } { + other than the county or counties
where the registrant's application stated that + } the registrant
intended to carry on, { - to - } conduct or { - to - }
transact business under the assumed business name; or
{ - (d) - } { + (D) + } The address of the principal place
of business { - is changed - } { + changes + }.
(2) Except as provided in this subsection, the application
required by subsection (1) of this section { - shall - } { +
must + } be signed by the registrant, if the registrant is an
individual, by the officer of a foreign or domestic corporation
who is authorized to sign, if the registrant is a foreign or
domestic corporation, by a general partner of a foreign or
domestic limited partnership, if the registrant is a foreign or
domestic limited partnership, by a manager of a foreign or
Enrolled House Bill 2254 (HB 2254-A) Page 25
domestic limited liability company, or by a member of a foreign
or domestic member-managed limited liability company, if the
registrant is a foreign or domestic limited liability company, or
by a trustee of a foreign or domestic business trust, if the
registrant is a foreign or domestic business trust. The
{ - application required by subsection (1) of this section may
be signed by the - } authorized representative { + , + } instead
of the registrant or registrants { + , may sign an application
required under subsection (1) of this section if: + } { - in
any of the following cases: - }
(a) The address of a person under subsection { - (1)(a) or
(b) - } { + (1)(b)(A) or (B) + } of this section { - is
changed - } { + changes + }.
(b) { - Any - } { + A + } county is added or deleted under
subsection
{ - (1)(c) - } { + (1)(b)(C) + } of this section.
(c) The address of the principal place of business under
subsection { - (1)(d) - } { + (1)(b)(D) + } of this section
{ - is changed - } { + changes + }.
(3) { - Whenever any person having - } { + If a person who
has + } an interest in a business with a registered assumed
business name withdraws from the business { + , becomes
incapacitated + } or dies, the person who { - is
withdrawing - } { + withdraws + }, or in case of the person's
{ - death or - } incapacity { + or death + }, the legal
representative of { - such - } { + the + } person { + , + }
or the authorized representative, shall submit to the office of
the Secretary of State a statement of { - such - } { +
the + } withdrawal, incapacity or death.
(4) { - The amendment of - } { + Amending + } the
registration of an assumed business name supersedes the original
registration of the assumed business name on all matters amended
but does not renew the registration as required under ORS
648.017.
(5) The Secretary of State may designate { + a new authorized
representative + } by rule { - who shall be the authorized
representative - } if the authorized representative withdraws
and
{ - no - } { + a + } new authorized representative is
{ + not + } appointed within the time period prescribed in this
section.
SECTION 30. { + Section 31 of this 2011 Act is added to and
made a part of ORS chapter 648. + }
SECTION 31. { + (1) A registrant, within five years after the
date on which the Secretary of State administratively canceled an
assumed business name under ORS 648.017, may apply to the
Secretary of State to reactivate the assumed business name. The
application must comply with the requirements set forth in ORS
648.010.
(2) The application must:
(a) State the assumed business name and the date on which the
Secretary of State administratively canceled the registration for
the assumed business name; and
(b) State that the grounds for the cancellation do not exist or
have been eliminated.
(3) The registrant or an authorized representative of the
registrant shall sign and deliver the application described in
subsection (1) of this section to the office of the Secretary of
State for filing.
Enrolled House Bill 2254 (HB 2254-A) Page 26
(4) If the Secretary of State determines that the application
described in subsection (1) of this section contains the
information required under subsection (2) of this section, that
the information is correct, that the application otherwise
complies with the requirements of ORS 648.010 and that the
registrant has paid all fees and charges due since the date of
cancellation, the Secretary of State shall reactivate the assumed
business name. The reactivation is effective when the Secretary
of State files the application.
(5) If the Secretary of State denies a registrant's application
for reactivation under this section, the Secretary of State shall
notify the registrant in writing and explain the reason for the
denial.
(6) A registrant may appeal the Secretary of State's decision
to deny an application the registrant submitted under this
section. The registrant's appeal is subject to the provisions of
ORS chapter 183. + }
SECTION 32. { + (1) Section 31 of this 2011 Act and the
amendments to ORS 60.472, 60.637, 60.654, 60.707, 60.787, 62.455,
62.607, 62.685, 63.470, 63.654, 63.707, 63.787, 65.637, 65.654,
65.707, 65.787, 67.342, 67.645, 67.665, 67.710, 70.355, 70.440,
70.505, 70.610, 128.595, 128.599, 554.307, 648.005 and 648.025 by
sections 1 to 29 of this 2011 Act become operative January 1,
2012.
(2) The Secretary of State may adopt rules or take any action
before the operative date specified in subsection (1) of this
section that is necessary to enable the Secretary of State to
exercise, on and after the operative date specified in subsection
(1) of this section, all of the duties, functions and powers
conferred on the Secretary of State by section 31 of this 2011
Act and the amendments to ORS 60.472, 60.637, 60.654, 60.707,
60.787, 62.455, 62.607, 62.685, 63.470, 63.654, 63.707, 63.787,
65.637, 65.654, 65.707, 65.787, 67.342, 67.645, 67.665, 67.710,
70.355, 70.440, 70.505, 70.610, 128.595, 128.599, 554.307,
648.005 and 648.025 by sections 1 to 29 of this 2011 Act. + }
SECTION 33. { + This 2011 Act being necessary for the
immediate preservation of the public peace, health and safety, an
emergency is declared to exist, and this 2011 Act takes effect on
its passage. + }
----------
Enrolled House Bill 2254 (HB 2254-A) Page 27
Passed by House March 1, 2011
Repassed by House May 16, 2011
.............................................................
Ramona Kenady Line, Chief Clerk of House
.............................................................
Bruce Hanna, Speaker of House
.............................................................
Arnie Roblan, Speaker of House
Passed by Senate May 11, 2011
.............................................................
Peter Courtney, President of Senate
Enrolled House Bill 2254 (HB 2254-A) Page 28
Received by Governor:
......M.,............., 2011
Approved:
......M.,............., 2011
.............................................................
John Kitzhaber, Governor
Filed in Office of Secretary of State:
......M.,............., 2011
.............................................................
Kate Brown, Secretary of State
Enrolled House Bill 2254 (HB 2254-A) Page 29
