Professional Corporations

ORS 58.450
Filing duty of Secretary of State

  • rules


(1)

If a document delivered to the Office of Secretary of State for filing satisfies the requirements of ORS 58.400 (Filing requirements), the Secretary of State shall file it.

(2)

The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, except as provided in ORS 58.225 (Annual reports), 60.114 (Change of registered office or registered agent), 60.117 (Resignation of registered agent), 60.724 (Change of registered office or registered agent of foreign corporation) and 60.727 (Resignation of registered agent of foreign corporation), the Secretary of State shall return an acknowledgment of filing to the professional corporation or its representative.

(3)

If the Secretary of State refuses to file a document, the Secretary of State shall return it to the professional corporation or its representative within 10 business days after the document was delivered together with a brief written explanation of the reason for the refusal.

(4)

The Secretary of State’s duty to file documents under this section is ministerial and is limited in scope of review as set out by rule of the Secretary of State. The Secretary of State is not required to verify or inquire into the legality or truth of any matter included in any document delivered to the Office of Secretary of State for filing. The Secretary of State’s filing or refusing to file a document does not:

(a)

Affect the validity or invalidity of the document in whole or part; or

(b)

Relate to the correctness or incorrectness of information contained in the document.

(5)

The Secretary of State’s refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect. [1987 c.94 §9; 1999 c.486 §4]
Chapter 58

Notes of Decisions

Professional legal corporation organized under this chapter may not serve as trustee. Erwin & Erwin v. Bronson, 117 Or App 443, 844 P2d 269 (1992), Sup Ct review denied

Atty. Gen. Opinions

This chapter as authorizing partnership of corporation and individual; validity of partnership between a professional corporation and an individual when corporation charter so provides, (1972) Vol 36, p 94

Law Review Citations

24 WLR 717 (1988)


Source

Last accessed
Jun. 26, 2021