ORS Chapter 56
TITLE 7
CORPORATIONS ANDPARTNERSHIPS
Chapter 56. Dutiesof Secretary of State
58. ProfessionalCorporations
59. SecuritiesRegulation
60. PrivateCorporations
62. Cooperatives
63. LimitedLiability Companies
65. NonprofitCorporations
67. Partnerships;Limited Liability Partnerships
70. LimitedPartnerships
_______________
Chapter 56 — Dutiesof Secretary of State
2009 EDITION
DUTIESOF SECRETARY OF STATE
CORPORATIONSAND PARTNERSHIPS
56.006 “Office”defined
56.014 Secretaryof State as filing officer; duties
56.016 Filingfacsimile transmissions and other reproductions of documents; rules; fees
56.018 Powerof Secretary of State in performing business registry functions
56.022 Authorityof Secretary of State to carry out business registry functions; rules
56.023 Approvalof name of entity by Director of Department of Consumer and Business Servicesrequired in certain business registry filings; exception
56.025 Designationof persons to sign papers
56.035 Documentsfiled with Secretary of State; verification
56.037 Authorityof Secretary of State to refuse to file documents
56.041 OperatingAccount
56.050 Copiesof records as evidence
56.060 Recordsof Secretary of State
56.080 Withdrawalof certificates issued and filings accepted; withdrawal from filing
56.100 Electronicmaterials not subject to public records law
56.110 Evidentiaryeffect of certificates and other documents issued by Secretary of State
56.140 Fees;waiver; rules
56.160 Pettycash fund
56.180 BusinessRegistration Information Center; functions
56.005 [1963 c.580 §10;repealed by 1987 c.414 §172]
56.006“Office” defined.“Office,” when used in this chapter to refer to the administrative unitdirected by the Secretary of State, means the Office of Secretary of State. [1987c.414 §53]
56.010 [Repealed by1963 c.580 §103]
56.012 [1963 c.580 §§11,12;repealed by 1987 c.414 §172]
56.014Secretary of State as filing officer; duties. (1) The Secretary of State isthe filing officer under ORS chapters 58, 60, 62, 63, 65, 67, 70, 554, 647, 648and 649 and ORS 128.560 to 128.600 and 661.210 to 661.280.
(2)The duties, powers and authority of the Secretary of State under this chapterapply to the Secretary of State’s functions under ORS chapters 58, 60, 62, 63,65, 67, 70, 554, 647, 648 and 649 and ORS 128.560 to 128.600 and 661.210 to661.280. [1987 c.414 S.55; 1993 c.66 §1; 1995 c.215 §1; 1995 c.689 §34; 1997c.775 §86; 1999 c.652 §1]
56.015 [1955 c.349 §1;1957 c.80 §1; repealed by 1963 c.580 §103]
56.016Filing facsimile transmissions and other reproductions of documents; rules;fees.(1) Notwithstanding any provisions of ORS chapters 58, 60, 62, 63, 65, 67, 70,554, 647, 648 and 649 or ORS 128.560 to 128.600 or 661.210 to 661.280 relatingto the Secretary of State as the filing officer:
(a)A document may be delivered to the office of the Secretary of State for filingby electronic facsimile transmission if the original document is otherwiseacceptable for filing.
(b)Any other reproduction of a document may be delivered to the office of theSecretary of State for filing if the original document is otherwise acceptablefor filing.
(c)A document delivered under paragraph (a) or (b) of this subsection need not beaccompanied by a true copy of the document. After filing a document deliveredunder paragraph (a) or (b) of this subsection, the Secretary of State shallreturn an acknowledgment of filing to the domestic or foreign business entityor its representative.
(2)Subsection (1) of this section applies only to documents delivered to theoffice of the Secretary of State for filing under ORS chapters 58, 60, 62, 63,65, 67, 70, 554, 647, 648 and 649 and ORS 128.560 to 128.600 and 661.210 to661.280.
(3)The Secretary of State by rule may establish fees for receiving and sendingacknowledgment of filing of documents delivered for filing under this section. [1993c.66 §§4,14; 1995 c.215 §2; 1995 c.689 §35; 1997 c.775 §87; 1999 c.486 §1; 1999c.652 §2]
56.018Power of Secretary of State in performing business registry functions. For purposes ofperforming business registry functions, the Secretary of State shall have thepower:
(1)To organize and reorganize, as necessary, the Office of Secretary of State asthe Secretary of State deems necessary to conduct and administer the businessregistry functions.
(2)To appoint all subordinate officers and employees of the Secretary of State’soffice and prescribe their duties and fix their compensation, subject to theapplicable provisions of the State Personnel Relations Law. Subject to anyother applicable law regulating travel expenses, the officers and employees ofthe office engaging in business registry functions shall be allowed suchreasonable and necessary travel and other expenses as may be incurred in the performanceof their duties. [1963 c.580 §13; 1987 c.414 §56; 1993 c.66 §2]
56.020 [Amended by1961 c.280 §4; repealed by 1963 c.580 §103]
56.022Authority of Secretary of State to carry out business registry functions;rules.The Secretary of State shall have the power and authority reasonably necessaryto enable the Secretary of State to carry out business registry functions andother duties imposed on the Secretary of State under ORS chapters 58, 60, 62,63, 65, 67, 70, 554, 647, 648 and 649 and ORS 128.560 to 128.600 and 661.210 to661.280, including the authority to promulgate rules governing the procedureand form for submitting documents to be filed by the Secretary of State and theprocedure and form for filing and retaining the documents and any other recordsrequired to be kept. [1985 c.728 §5; 1987 c.414 §57; 1995 c.215 §3; 1995 c.689 §36;1997 c.775 §88; 1999 c.652 §3]
56.023Approval of name of entity by Director of Department of Consumer and BusinessServices required in certain business registry filings; exception. (1) If a personseeks to make a business registry filing of a name with the Secretary of Stateunder ORS chapter 58, 60, 62, 63, 65, 67, 70, 554 or 648 or ORS 128.560 to128.600 that contains the word or words “banc,” “bancorp,” “bank,” “banker,” “banking,”“savings,” “safe deposit,” “trust,” “trustee,” “building and loan” or theirequivalents in a language other than English, or a similar word or words inEnglish or an equivalent in a language other than English, implying a businessprimarily engaged in the lending of money, underwriting or sale of financialproducts, acting as a depository institution, acting as a financial planner,financial adviser or acting as a loan broker, the Secretary of State may notaccept the name for filing without first receiving specific written approvalfrom the Director of the Department of Consumer and Business Services under theprovisions of ORS 705.635.
(2)The provisions of subsection (1) of this section do not apply if the Secretaryof State is satisfied that the name at issue is in a context clearly notpurporting to refer to a banking or other financial activity or not likely tomislead the public about the nature of the business or lead to a pattern andpractice of abuse that might cause harm to the interests of the public or theState of Oregon as determined by the Secretary of State. [2001 c.315 §42]
56.025Designation of persons to sign papers. The Secretary of State may designateone or more of the clerks, deputies or assistants of the Secretary of State, inthe name of the Secretary of State, to sign or countersign papers, documents,orders and certificates requiring the signature of the Secretary of State. Anypaper, document, order or certificate signed in the name of the Secretary ofState by the designated clerk, deputy or assistant shall have the same forceand effect as if signed by the Secretary of State. [1959 c.173 §1]
56.030 [Amended by1961 c.280 §5; repealed by 1963 c.580 §103]
56.035Documents filed with Secretary of State; verification. Where adocument is required by law to be verified before it may be filed with theSecretary of State, the document shall include or be accompanied by a writtendeclaration, prepared under penalties of perjury by the person executing thedocument, to the effect that the person has examined the document and to thebest of the knowledge and belief of the person it is true, correct andcomplete. An acknowledgment before a notary public or other officer is notrequired. [1971 c.200 §2]
56.037Authority of Secretary of State to refuse to file documents. (1) TheSecretary of State may refuse to file a document delivered for filing under ORSchapter 58, 60, 62, 63, 65, 67, 70, 79, 87, 194, 305, 465, 466, 475, 554, 596,634, 647, 648, 657 or 713 or under ORS 30.630, 80.115, 80.118 or 128.595 if thedocument contains a Social Security number, a state identification number, adriver license number, a credit or debit card number or an account number thatis not redacted.
(2)For purposes of this section, “redacted” means altered or truncated so that notmore than the last four digits of a number are accessible. [2007 c.186 §2]
56.040 [Repealed by1961 c.280 §2]
56.041Operating Account.(1) The Operating Account is established in the General Fund of the StateTreasury.
(2)The net amount accruing to the Secretary of State from all fees, charges,interest, fines, penalties and miscellaneous revenues from all sources relatingto business registry functions, and moneys received by the Secretary of Stateunder ORS chapters 79 and 194 and ORS 80.100 to 80.130, 87.246, 87.767 and87.806 to 87.831 shall, after deduction of refunds, be paid over to the StateTreasurer and deposited at least monthly in the Operating Account.
(3)Moneys deposited to the credit of the Operating Account are continuouslyappropriated for the expenses of carrying out the functions and duties of theSecretary of State relating to business registry, and the functions and dutiesof the Secretary of State under ORS chapters 79 and 194 and ORS 80.100 to80.130, 87.246, 87.767 and 87.806 to 87.831.
(4)At the end of each month:
(a)The Secretary of State shall determine for that month the number of businessregistry filings for which the Secretary of State collected the fee describedin ORS 56.140; and
(b)An amount equal to $30 for each business registry filing described in paragraph(a) of this subsection shall be transferred to the General Fund and shallbecome available for general governmental expenses.
(5)As of July 1 of each year, any unexpended and unobligated balance in theOperating Account that is in excess of the amount that is necessary toadminister the functions and duties of the Secretary of State as described insubsection (3) of this section for two months, as certified by the Secretary ofState, shall be transferred to the General Fund and shall become available forgeneral governmental expenses. [1961 c.280 §10; 1963 c.551 §16; 1981 c.633 §1;1987 c.58 §12; 1987 c.414 §140; 1991 c.132 §1; 1991 c.425 §9; 1993 c.66 §7;1999 c.652 §4; 2001 c.445 §160; 2003 c.785 §7]
Note: The amendmentsto 56.041 by section 13, chapter 745, Oregon Laws 2009, were referred to thepeople by referendum petition for their approval or rejection at a specialelection to be held throughout this state on January 26, 2010. See section 8,chapter 714, Oregon Laws 2009. 56.041, as amended by section 13, chapter 745,Oregon Laws 2009, is set forth for the user’s convenience.
56.041. (1) TheOperating Account is established in the General Fund of the State Treasury.
(2)The net amount accruing to the Secretary of State from all fees, charges,interest, fines, penalties and miscellaneous revenues from all sources relatingto business registry functions, and moneys received by the Secretary of Stateunder ORS chapters 79 and 194 and ORS 80.100 to 80.130, 87.246, 87.767 and87.806 to 87.831 shall, after deduction of refunds, be paid over to the StateTreasurer and deposited at least monthly in the Operating Account.
(3)Moneys deposited to the credit of the Operating Account are continuouslyappropriated to the Secretary of State for the expenses of carrying out thefunctions and duties of the Secretary of State relating to business registry,and the functions and duties of the Secretary of State under ORS chapters 79and 194 and ORS 80.100 to 80.130, 87.246, 87.767 and 87.806 to 87.831.
(4)At the end of each month, the Secretary of State shall determine the number ofbusiness registry filings during the month for which the Secretary of State collectedthe fees described in ORS 56.140 (1) to (4). An amount equal to $20 for each ofthose filings shall be deposited by the Secretary of State in the OperatingAccount. The Secretary of State shall then deposit all other moneys from thefees collected during the month under ORS 56.140 (1) to (4) in the GeneralFund. Amounts deposited to the General Fund under this subsection are availablefor general governmental expenses.
56.045 [1985 c.383 §8;repealed by 1987 c.58 §15 and 1987 c.414 §172]
56.050Copies of records as evidence. Copies of all records and papers of theOffice of the Secretary of State, certified by the Secretary of State, shall bereceived in evidence in all cases equally and with like effect as the original.[Amended by 1953 c.549 §138; 1957 c.227 §1; 1963 c.580 §14; 1985 c.351 §1; 1985c.728 §1; 1993 c.66 §5; 1999 c.652 §5]
56.060Records of Secretary of State. The Secretary of State shall keep, asrecords of office, books showing all acts, matters and things done by theSecretary of State in performing the business registry functions and duties ofthe Office of Secretary of State. [Amended by 1983 c.740 §6; 1985 c.728 §§2,2a;1987 c.158 §9; 1987 c.414 §58]
56.070 [1955 c.185 §1;1971 c.184 §1; repealed by 1999 c.652 §22]
56.080Withdrawal of certificates issued and filings accepted; withdrawal from filing. (1) Except asprovided in subsections (2), (3) and (4) of this section, the Secretary ofState, within one year after a filing and not less than 20 days after writtennotice to the company or individual who submitted the document to the office,may withdraw any certificate issued or document filed by the Secretary ofState, except filings pursuant to ORS chapter 647, on any ground existing atthe time of the filing for which the Secretary of State could have originallyrefused to issue the certificate or file the document. The written notice shallstate the reason for the proposed withdrawal.
(2)The Secretary of State, within one year after a filing, may withdraw fromfiling any document filed by the Secretary of State when the person whosubmitted the document advises the office that the document was submittedprematurely or by inadvertence or mistake. The person requesting the withdrawalshall accompany the request with a written statement reflecting the basis ofthe person’s authority to initiate the withdrawal.
(3)The Secretary of State may withdraw without notice or hearing a certificatethat the Secretary of State has issued or a document the Secretary of State hasfiled when the fee was paid with a check that was returned to the office forlack of sufficient funds. Such withdrawal shall be retroactive to the date offiling.
(4)The Secretary of State shall withdraw a certificate the Secretary of State hasissued or a document the Secretary of State has filed if the Secretary of Statereceives a final written order from the Director of the Department of Consumerand Business Services that establishes that the person named in the certificateor document has violated ORS 705.638, 707.005 or 707.010.
(5)Any decision under this section may be reviewed in accordance with theprovisions of ORS chapter 183.
(6)A withdrawal from filing of a document under this section is retroactive to thedate of the filing but does not relieve a person of any liability the personmay have incurred while the document was filed with the office. The Secretaryof State is not required to refund any fees paid in conjunction with thedocument withdrawn.
(7)At any time prior to a delayed effective date specified in a document, uponwritten request of the person or persons who originally filed the document withthe Secretary of State, the document shall be withdrawn. Upon such withdrawalof a document, the document has no further effect and shall be treated as ifthe document had not been filed. The person requesting the withdrawal shallaccompany the request with a written statement reflecting the basis of theperson’s authority to initiate the withdrawal. [1967 c.576 §2; 1981 c.633 §2;1983 c.717 §4; 1985 c.728 §§3,3a; 1987 c.414 §59; 1989 c.1040 §1; 1999 c.652 §6;2001 c.315 §§39,40; 2009 c.541 §1]
56.090 [1983 c.717 §2;1987 c.414 §60; repealed by 1993 c.66 §15]
56.100Electronic materials not subject to public records law. Except as theSecretary of State provides by rule, the following are not public records forthe purposes of ORS 192.410 to 192.505:
(1)Electronic data processing programs of the office; and
(2)Electronic media used to record, process or store documents filed with the officeunder the business registry functions of the office. [1983 c.717 §2a; 1987c.414 §61]
56.105 [1987 c.843 §13;repealed by 2007 c.186 §21]
56.110Evidentiary effect of certificates and other documents issued by Secretary ofState.This section applies to certificates of the Secretary of State and documentsfiled by the Secretary of State under the business registry functions of theSecretary of State. All certificates issued by the Secretary of State and allcopies of documents filed in the office of the Secretary of State, whencertified by the Secretary of State, shall be taken and received in all courts,public offices and official bodies of this state as prima facie evidence of thefacts stated in the certificates or documents. A certificate by the Secretaryof State as to the compliance or noncompliance of the document with the filingrequirements or other provisions of law administered by the office of theSecretary of State, or as to the existence or nonexistence of the factsrelating to the matters contained in the documents which would appear from thepresence or absence of documents filed in the office of the Secretary of State,shall be taken and received in all courts, public offices and official bodiesof this state as prima facie evidence of the existence or nonexistence of thefacts stated in the certificates or documents. [1983 c.717 §3; 1987 c.94 §122;1987 c.414 §62]
56.120 [1983 c.87 §4;repealed by 1987 c.58 §15]
56.140Fees; waiver; rules.(1) Except as provided in ORS 65.787 (6), the Secretary of State shall collecta nonrefundable fee of $50 for each document delivered for filing to theSecretary of State as part of the secretary’s business registry functionsdescribed in ORS 56.022.
(2)The Secretary of State by rule may establish fees, in addition to thoseprovided for in subsection (1) of this section, for:
(a)Copying any public record maintained by the secretary and relating to thesecretary’s business registry functions, and for certifying the copy; and
(b)Certifying to other facts of record, including certificates of existence,relating to the secretary’s business registry functions.
(3)The Secretary of State shall collect a nonrefundable fee of $20 each timeprocess is served on the Secretary of State and the process relates to thesecretary’s business registry functions.
(4)The Secretary of State may waive collection of any fee, charge or interest, orportion of a fee, charge or interest, that is collectible by the Secretary ofState as part of the secretary’s business registry functions.
(5)The Secretary of State by rule shall establish and collect reasonable fees forthe following services relating to the secretary’s business registry functions:
(a)Computer generated lists on electronic data processing media.
(b)Terminal access to the files of the office.
(c)Microfilm records of the files of the office.
(d)Microfilm processing and development services.
(e)Copies of the programs and files on paper or electronic data processing media. [1987c.58 §7; 1987 c.414 §135; 1999 c.652 §7; 2003 c.785 §6; 2009 c.122 §1]
Note: The amendmentsto 56.140 by section 11, chapter 745, Oregon Laws 2009, were referred to thepeople by referendum petition for their approval or rejection at a specialelection to be held throughout this state on January 26, 2010. See section 8,chapter 714, Oregon Laws 2009. 56.140, as amended by section 11, chapter 745,Oregon Laws 2009, and including amendments by section 1, chapter 122, OregonLaws 2009, is set forth for the user’s convenience.
56.140. (1) TheSecretary of State shall collect a nonrefundable fee of $100 for each of thefollowing documents delivered to the Secretary of State for filing:
(a)Articles of incorporation delivered for filing under ORS 58.085.
(b)Articles of incorporation delivered for filing under ORS 60.051.
(c)Articles of incorporation delivered for filing under ORS 62.511.
(d)Articles of organization delivered for filing under ORS 63.051.
(e)Applications for registration delivered for filing under ORS 67.590.
(f)Certificates of limited partnership delivered for filing under ORS 70.075.