Bill Text: OR HB2254 | 2011 | Regular Session | Amended

NOTE: There are more recent revisions of this legislation. Read Latest Draft

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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-Amended.html

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     76th OREGON LEGISLATIVE ASSEMBLY--2011 Regular Session

SA to HB 2254

LC 780/HB 2254-1

                      SENATE AMENDMENTS TO
                         HOUSE BILL 2254

By COMMITTEE ON BUSINESS, TRANSPORTATION AND ECONOMIC DEVELOPMENT

                              May 9

  On page 1 of the printed bill, line 3, after 'ORS' delete the
rest of the line and lines 4 and 5 and insert '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.'.
  On page 2, after line 18, insert:
  '  { +  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;
  ' (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. + } ' .
  In line 19, delete '2' and insert '4'.
  On page 3, line 3, delete '3' and insert '5'.
  In line 42, delete '4' and insert '6'.
  On page 4, line 34, delete '5' and insert '7'.
  On page 5, after line 23, insert:
  '  { +  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.'.
  In line 24, delete '6' and insert '9'.
  On page 6, after line 14, insert:
  '  { +  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. + } ' .
  In line 15, delete '7' and insert '11'.
  On page 7, line 4, delete '8' and insert '12'.
  After line 45, insert:
  '  { +  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
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;
  ' (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 + }.'.
  On page 8, line 1, delete '9' and insert '15'.
  In line 35, delete '10' and insert '16'.
  On page 9, line 43, delete '11' and insert '17'.
  On page 10, line 34, delete '12' and insert '18'.
  On page 11, after line 30, insert:
  '  { +  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. + } ' .
  In line 31, delete '13' and insert '20'.
  On page 12, line 20, delete '14' and insert '21'.
  On page 13, after line 8, insert:
  '  { +  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. + } ' .
  In line 9, delete '15' and insert '23'.
  In line 44, delete '16' and insert '24'.
  On page 15, line 1, delete '17' and insert '25'.
  After line 36, insert:
  '  { +  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
an active concern during the period of administrative
dissolution. + } ' .
  In line 37, delete '18' and insert '28'.
  On page 16, line 41, delete '19' and insert '29'.
  On page 17, line 43, delete '20' and insert '30' and delete
'21' and insert '31'.
  In line 44, delete '21' and insert '31'.
  On page 18, delete lines 22 through 35 and insert:
  '  { +  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. + } ' .
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