(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 Secretary of State.
(2) This chapter must require or permit filing the document with the Office of Secretary of State.
(3) The document shall contain the information required by this chapter. It may contain other information as well.
(4) The document must be legible.
(5) The document must be in the English language. The certificate of existence required of foreign professional corporations need not be in English if accompanied by a reasonably authenticated English translation.
(6) The document must be executed:
(a) By the chairperson of the board of directors of a domestic or foreign professional corporation, its president or another of its officers;
(b) If directors have not been selected or before the organizational meeting, by an incorporator; or
(c) If the professional corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that receiver, trustee or fiduciary.
(7) The person executing the document shall state beneath or opposite the signature the name of the person and the capacity in which the person signs. The document may, but is not required to contain:
(a) The corporate seal;
(b) An attestation by the secretary or an assistant secretary; and
(c) An acknowledgment, verification or proof.
(8) If the Secretary of State has prescribed a mandatory form for the document under ORS 58.440, the document must be in or on the prescribed form.
(9) The document must be delivered to the Office of Secretary of State accompanied by the required fees.
(10) Delivery of a document to the Office of Secretary of State is accomplished only when the document is actually received by the Office of Secretary of State. [1987 c.94 §4; 1999 c.486 §3]
Section: Previous 58.377 58.379 58.381 58.383 58.385 58.387 58.389 58.400 58.410 58.420 58.430 58.440 58.450 58.460 58.470 NextLast modified: August 7, 2008