Oregon Statutes - Chapter 58 - Professional Corporations

• 58.005   Short title.
  This chapter shall be known and may be cited as the “Oregon Professional Corporation Act.” [1969 c.592 §1]
• 58.010   [Repealed by 1961 c.726 §427]
• 58.015   Definitions.
  As used in this chapter, unless the context requires otherwise: (1) “Foreign professional corporation” means a professional corporation organized under laws other than the laws...
• 58.020   [Repealed by 1961 c.726 §427]
• 58.025   [1969 c.592 §3; 1971 c.184 §4; repealed by 1985 c.728 §110]
• 58.030   [Repealed by 1961 c.726 §427]
• 58.035   Application to persons licensed to render professional services.
  Except as provided in ORS 58.037, this chapter does not affect the right of persons licensed to render professional service or services within this state...
• 58.037   Application to joint and several liability of shareholders of corporation organized under ORS chapter 60 for purpose of rendering professional services; exemption; application to architects.
  (1) Notwithstanding any provision of ORS chapter 60 or ORS 58.035, this chapter shall apply to a corporation, and to the joint and several liability...
• 58.040   [Repealed by 1961 c.726 §427]
• 58.045   Application of general corporation law and merger and conversion provisions.
  (1) The Oregon Business Corporation Act is applicable to domestic and foreign professional corporations except when inconsistent with this chapter. This chapter takes precedence in...
• 58.048   When appearance by attorney not required.
  The provisions of ORS 9.320 requiring that a corporation appear by attorney in all cases shall not apply to a professional corporation incorporated under this...
• 58.050   [Repealed by 1961 c.726 §427]
• 58.060   [Repealed by 1961 c.726 §427]
• 58.070   [Repealed by 1961 c.726 §427]
• 58.075   [1969 c.592 §6; 1987 c.94 §123; repealed by 1993 c.235 §40]
• 58.076   Purposes for which professional corporation may be organized.
  (1) Except to the extent authorized by subsection (2) of this section, a corporation may elect professional corporation status under ORS 58.085 solely for the...
• 58.080   [Repealed by 1961 c.726 §427]
• 58.085   Who may incorporate; contents of articles of incorporation.
  One or more natural persons may act as incorporators of a professional corporation by delivering articles of incorporation to the Office of Secretary of State...
• 58.087   When restatement of articles of incorporation required.
  A professional corporation shall restate its articles of incorporation under ORS 60.451 and shall comply with ORS 58.085 anytime the professional service or services to...
• 58.090   [Repealed by 1961 c.726 §427]
• 58.095   [1969 c.592 §8; repealed by 1993 c.235 §40]
• 58.100   [Repealed by 1961 c.726 §427]
• 58.101   Term of office for directors; classes.
  (1) Notwithstanding ORS 60.314, the articles of incorporation or bylaws of a professional corporation may specify any length for the term of office of director....
• 58.105   [1969 c.592 §9; 1983 c.717 §20; 1985 c.764 §5; repealed by 1993 c.235 §40]
• 58.108   [1993 c.235 §29; repealed by 1997 c.774 §31]
• 58.110   [Repealed by 1961 c.726 §427]
• 58.112   [1993 c.235 §34; repealed by 1997 c.774 §31]
• 58.115   Corporate name.
  The corporate name of a professional corporation shall comply with the rules and regulations of the regulatory board or boards or standards of professional conduct...
• 58.120   [Repealed by 1961 c.726 §427]
• 58.125   [1983 c.717 §§17,19; 1985 c.728 §43; 1993 c.235 §5; repealed by 1999 c.362 §67]
• 58.129   Requirements to transact business in this state.
  (1) A foreign professional corporation may render professional service or services in this state only after the foreign professional corporation obtains: (a) Approval from the...
• 58.130   [Repealed by 1961 c.726 §427]
• 58.134   Application for authority to transact business.
  A foreign professional corporation may apply for authority to transact business in this state by delivering an application to the Office of Secretary of State...
• 58.136   Amended application for authority to transact business.
  A foreign professional corporation shall file an amended application with the Office of Secretary of State anytime there is a change in the professional service...
• 58.139   [1987 c.94 §22; repealed by 1993 c.235 §40]
• 58.140   [Repealed by 1961 c.726 §427]
• 58.141   Rights and duties of foreign professional corporation and shareholders; authority to transact business.
  (1) A foreign professional corporation authorized to transact business in this state has the same but no greater rights and the same but no greater...
• 58.144   [1987 c.94 §23; repealed by 1993 c.235 §40]
• 58.150   [Repealed by 1961 c.726 §427]
• 58.155   [1969 c.592 §10; repealed by 1993 c.235 §40]
• 58.156   Method by which professional corporation to render services; exceptions.
  (1) A domestic professional corporation or a foreign professional corporation may render professional service or services in this state only through a person or persons...
• 58.159   [1993 c.235 §28; repealed by 1997 c.774 §31]
• 58.160   [Repealed by 1961 c.726 §427]
• 58.165   Fees collected by corporation; compensation to person rendering services.
  A professional corporation may charge and collect fees for professional service or services rendered through the corporation and may compensate those who rendered the service...
• 58.170   [Repealed by 1961 c.726 §427]
• 58.175   [1969 c.592 §14; repealed by 1993 c.235 §40]
• 58.176   [1993 c.235 §32; repealed by 1997 c.774 §31]
• 58.180   [Repealed by 1961 c.726 §427]
• 58.185   Liabilities of employees, shareholders and the corporation.
  (1) As used in this section: (a) “Licensed Oregon shareholder” means a shareholder of a professional corporation who holds a license to render the specified...
• 58.187   Revision of limitations on liability in ORS 58.185 to reflect inflation or deflation; rules.
  (1) For the purpose of revising the amounts of the limitation on joint and several liability described in ORS 58.185 (5) and (8) to reflect...
• 58.190   [Repealed by 1961 c.726 §427]
• 58.195   [1969 c.592 §22; 1987 c.94 §19; repealed by 1993 c.235 §40]
• 58.196   Limits on merger.
  (1) A domestic professional corporation may merge with one or more domestic professional corporations if the professional corporations are organized to render the same professional...
• 58.200   [Repealed by 1961 c.726 §427]
• 58.205   Corporation prohibited from doing acts prohibited to professional licensee.
  No domestic or foreign professional corporation may do any act which is prohibited to a person licensed to render the professional service or services for...
• 58.210   [Repealed by 1961 c.726 §427]
• 58.215   [1969 c.592 §28; repealed by 1997 c.774 §31]
• 58.220   [Repealed by 1961 c.726 §427]
• 58.225   Annual reports.
  The annual report of a domestic or foreign professional corporation shall meet the requirements of the Oregon Business Corporation Act. [1969 c.592 §23; 1985 c.764...
• 58.230   [Repealed by 1961 c.726 §427]
• 58.235   [1969 c.592 §29; 1983 c.717 §21; repealed by 1987 c.94 §174]
• 58.240   [Repealed by 1961 c.726 §427]
• 58.250   [Repealed by 1961 c.726 §427]
• 58.255   [1969 c.592 §18; 1985 c.764 §7; 1993 c.235 §15; repealed by 1997 c.774 §31]
• 58.265   [1969 c.592 §11; 1985 c.764 §8; 1993 c.235 §16; repealed by 1997 c.774 §31]
• 58.275   [1969 c.592 §20; 1993 c.235 §17; repealed by 1997 c.774 §31]
• 58.285   [1969 c.592 §21; 1993 c.235 §18; repealed by 1997 c.774 §31]
• 58.295   [1969 c.592 §19; repealed by 1993 c.235 §40]
• 58.300   Redemption of shares.
  A professional corporation may redeem shares of the corporation notwithstanding the provisions of ORS 60.181. [1993 c.235 §35] RELATIONSHIP OF CORPORATION TO PROFESSIONAL LICENSING AGENCIES
• 58.325   Application to professional licensing agencies.
  This chapter does not restrict or limit in any manner the duties and powers of any regulatory board relating to licensing individuals rendering professional service...
• 58.335   Filing of documents with professional licensing agency.
  The regulatory board, by rule or regulation, may require that a professional corporation file with the board any documents the board requires to carry out...
• 58.345   Registration and renewal with professional licensing agency; fees.
  The regulatory board by rule or regulation may require that professional corporations register with it and may establish a fee, with the approval of the...
• 58.355   Suspension, revocation or refusal of certificate of registration.
  (1) The regulatory board may suspend, revoke or refuse to issue or renew any certificate of registration for any of the following reasons: (a) The...
• 58.365   Oregon State Bar as regulating board for attorneys; appeals from Oregon State Bar to Supreme Court; rules applicable to corporations rendering legal services.
  (1) For the purpose of this chapter the regulatory board for attorneys shall be the Board of Governors of the Oregon State Bar. (2) Appeal...
• 58.367   Authority of regulatory board to establish rules affecting professional corporation.
  Except as otherwise provided by law, the regulatory board applicable to each professional service rendered by a professional corporation may establish rules and regulations affecting...
• 58.369   Application of chapter to practice of dentistry.
  Nothing in this chapter is intended to supersede the provisions of ORS 679.020. [1997 c.774 §27] (Practice of Medicine)
• 58.375   Requirements for professional corporations organized to practice medicine; application to nonprofit corporations.
  (1) In a professional corporation organized for the purpose of practicing medicine: (a) The holders of the majority of each class of shares entitled to...
• 58.377   Transferee of shares; limit on time as director, officer or shareholder.
  If all of the outstanding shares of a professional corporation organized for the purpose of practicing medicine are held by an administrator, executor, personal representative,...
• 58.379   Powers of professional corporation organized to practice medicine.
  A professional corporation organized for the purpose of practicing medicine has the powers enumerated in ORS 60.077 and 60.081, except as provided otherwise by the...
• 58.381   Proxies.
  (1) A proxy to vote the shares of a professional corporation organized for the purpose of practicing medicine may be given under the following conditions:...
• 58.383   Issuance, sale, transfer and redemption of shares.
  (1) A shareholder of a professional corporation organized for the purpose of practicing medicine may sell or transfer shares only in a manner that leaves...
• 58.385   Disqualification of physician; disposition of shares.
  (1) If a physician practicing medicine on behalf of a professional corporation is disqualified from practicing medicine for more than six months or assumes a...
• 58.387   Disposition of shares of deceased shareholder.
  (1) A professional corporation organized for the purpose of practicing medicine and its shareholders may provide for the disposition of a deceased shareholder’s shares in...
• 58.389   Price for purchase or redemption of shares of disqualified or deceased shareholder.
  If the articles of incorporation or bylaws of a professional corporation organized for the purpose of practicing medicine do not provide a price or method...
• 58.400   Filing requirements.
  (1) A document must satisfy the requirements of this section or any other section that modifies these requirements, to be entitled to filing by the...
• 58.410   Filing, service, copying and certification fees.
  The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served...
• 58.420   Effective time and date of document.
  (1) Except as provided in subsection (2) of this section and ORS 58.430, a document accepted for filing is effective on the date it is...
• 58.430   Correcting filed document.
  (1) A domestic or foreign professional corporation may correct a document filed by the Secretary of State, other than an annual report, if the document...
• 58.440   Forms; rules.
  Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed by this chapter. The Secretary of State may...
• 58.450   Filing duty of Secretary of State.
  (1) If a document delivered to the Office of Secretary of State for filing satisfies the requirements of ORS 58.400, the Secretary of State shall...
• 58.460   Appeal from Secretary of State’s refusal to file document.
  If the Secretary of State refuses to file a document delivered to the Office of Secretary of State for filing, the domestic or foreign professional...
• 58.470   Evidentiary effect of copy of filed document.
  (1) A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State’s signature, which may be...
• 58.480   Certificate of existence or authorization.
  (1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic professional corporation or a certificate of authorization...
• 58.490   Powers.
  The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter. [1987 c.94 §13]

Last modified: August 7, 2008