State Codes and Statutes

Statutes > Oregon > Vol2 > 058

Chapter 58 — ProfessionalCorporations

 

2009 EDITION

 

 

PROFESSIONALCORPORATIONS

 

CORPORATIONSAND PARTNERSHIPS

 

GENERALPROVISIONS

 

58.005       Shorttitle

 

58.015       Definitions

 

58.035       Applicationto persons licensed to render professional services

 

58.037       Applicationto joint and several liability of shareholders of corporation organized underORS chapter 60 for purpose of rendering professional services; exemption;application to architects

 

58.045       Applicationof general corporation law and merger and conversion provisions

 

58.048       Whenappearance by attorney not required

 

FORMATIONAND OPERATION

 

(Generally)

 

58.076       Purposesfor which professional corporation may be organized

 

58.085       Whomay incorporate; contents of articles of incorporation

 

58.087       Whenrestatement of articles of incorporation required

 

58.101       Termof office for directors; classes

 

58.115       Corporatename

 

(ForeignProfessional Corporations)

 

58.129       Requirementsto transact business in this state

 

58.134       Applicationfor authority to transact business

 

58.136       Amendedapplication for authority to transact business

 

58.141       Rightsand duties of foreign professional corporation and shareholders; authority totransact business

 

POWERSAND DUTIES

 

58.156       Methodby which professional corporation to render services; exceptions

 

58.165       Feescollected by corporation; compensation to person rendering services

 

58.185       Liabilitiesof employees, shareholders and the corporation

 

58.187       Revisionof limitations on liability in ORS 58.185 to reflect inflation or deflation;rules

 

58.196       Limitson merger

 

58.205       Corporationprohibited from doing acts prohibited to professional licensee

 

58.225       Annualreports

 

58.300       Redemptionof shares

 

RELATIONSHIPOF CORPORATION TO PROFESSIONAL LICENSING AGENCIES

 

(Generally)

 

58.325       Applicationto professional licensing agencies

 

58.335       Filingof documents with professional licensing agency; rules

 

58.345       Registrationand renewal with professional licensing agency; fees; rules

 

58.355       Suspension,revocation or refusal of certificate of registration

 

58.365       OregonState Bar as regulating board for attorneys; appeals from Oregon State Bar toSupreme Court; rules applicable to corporations rendering legal services

 

58.367       Authorityof regulatory board to establish rules affecting professional corporation

 

58.369       Applicationof chapter to practice of dentistry

 

(Practiceof Medicine)

 

58.375       Requirementsfor professional corporations organized to practice medicine; application tononprofit corporations

 

58.377       Transfereeof shares; limit on time as director, officer or shareholder

 

58.379       Powersof professional corporation organized to practice medicine

 

58.381       Proxies

 

58.383       Issuance,sale, transfer and redemption of shares

 

58.385       Disqualificationof physician; disposition of shares

 

58.387       Dispositionof shares of deceased shareholder

 

58.389       Pricefor purchase or redemption of shares of disqualified or deceased shareholder

 

FILINGDOCUMENTS

 

58.400       Filingrequirements

 

58.410       Filing,service, copying and certification fees

 

58.420       Effectivetime and date of document

 

58.430       Correctingfiled document

 

58.440       Forms;rules

 

58.450       Filingduty of Secretary of State; rules

 

58.460       Appealfrom Secretary of State’s refusal to file document

 

58.470       Evidentiaryeffect of copy of filed document

 

58.480       Certificateof existence or authorization

 

SECRETARYOF STATE

 

58.490       Powers

 

GENERALPROVISIONS

 

      58.005Short title.This chapter shall be known and may be cited as the “Oregon ProfessionalCorporation Act.” [1969 c.592 §1]

 

      58.010 [Repealed by 1961c.726 §427]

 

      58.015Definitions.As used in this chapter, unless the context requires otherwise:

      (1)“Foreign professional corporation” means a professional corporation organizedunder laws other than the laws of this state.

      (2)“License” includes a license, certificate of registration, permit or otherlegal authorization required by law as a condition precedent to the renderingof professional service or services within this state.

      (3)“Oregon Business Corporation Act” has the same meaning given that term in ORS60.951.

      (4)“Practicing medicine” has the meaning given that term in ORS 677.085.

      (5)“Professional” means:

      (a)Accountants licensed under ORS 673.010 to 673.457 or the laws of another state;

      (b)Architects licensed under ORS 671.010 to 671.220 or the laws of another state;

      (c)Attorneys licensed under ORS 9.005 to 9.755 or the laws of another state;

      (d)Chiropractors licensed under ORS chapter 684 or the laws of another state;

      (e)Dentists licensed under ORS chapter 679 or the laws of another state;

      (f)Landscape architects licensed under ORS 671.310 to 671.459 or the laws ofanother state;

      (g)Naturopaths licensed under ORS chapter 685 or the laws of another state;

      (h)Nurse practitioners licensed under ORS 678.010 to 678.410 or the laws ofanother state;

      (i)Psychologists licensed under ORS 675.010 to 675.150 or the laws of anotherstate;

      (j)Physicians licensed under ORS chapter 677 or the laws of another state;

      (k)Podiatrists licensed under ORS chapter 677 or the laws of another state;

      (L)Medical imaging licensees under ORS 688.405 to 688.605 or the laws of anotherstate;

      (m)Real estate appraisers licensed or certified under ORS chapter 674 or the lawsof another state; and

      (n)Other persons providing to the public types of personal service or servicessubstantially similar to those listed in paragraphs (a) to (m) of thissubsection that may be lawfully rendered only pursuant to a license.

      (6)“Professional corporation” or “domestic professional corporation” means a corporationorganized under this chapter for the specific purpose of rendering professionalservice or services and for such other purposes provided under this chapter.

      (7)“Professional service” means personal service or services rendered in thisstate to the public which may be lawfully rendered only pursuant to a licenseby a professional.

      (8)“Regulatory board” means the governmental agency of the State of Oregonrequired or authorized by law to license and regulate the rendering of aprofessional service or services for which a professional corporation isorganized. [1969 c.592 §2; 1971 c.362 §3; 1985 c.728 §42; 1985 c.764 §3; 1987c.94 §14; 1993 c.235 §1; 1997 c.774 §1; 2003 c.14 §24; 2005 c.254 §11; 2009c.833 §27]

 

      Note: The amendmentsto 58.015 by section 27, chapter 833, Oregon Laws 2009, take effect July 1,2010. See section 44, chapter 833, Oregon Laws 2009. The text that is effectiveuntil July 1, 2010, is set forth for the user’s convenience.

      58.015. As used in thischapter, unless the context requires otherwise:

      (1)“Foreign professional corporation” means a professional corporation organizedunder laws other than the laws of this state.

      (2)“License” includes a license, certificate of registration, permit or otherlegal authorization required by law as a condition precedent to the renderingof professional service or services within this state.

      (3)“Oregon Business Corporation Act” has the same meaning given that term in ORS60.951.

      (4)“Practicing medicine” has the meaning given that term in ORS 677.085.

      (5)“Professional” means:

      (a)Accountants licensed under ORS 673.010 to 673.457 or the laws of another state;

      (b)Architects licensed under ORS 671.010 to 671.220 or the laws of another state;

      (c)Attorneys licensed under ORS 9.005 to 9.755 or the laws of another state;

      (d)Chiropractors licensed under ORS chapter 684 or the laws of another state;

      (e)Dentists licensed under ORS chapter 679 or the laws of another state;

      (f)Landscape architects licensed under ORS 671.310 to 671.459 or the laws ofanother state;

      (g)Naturopaths licensed under ORS chapter 685 or the laws of another state;

      (h)Nurse practitioners licensed under ORS 678.010 to 678.410 or the laws ofanother state;

      (i)Psychologists licensed under ORS 675.010 to 675.150 or the laws of anotherstate;

      (j)Physicians licensed under ORS chapter 677 or the laws of another state;

      (k)Podiatrists licensed under ORS chapter 677 or the laws of another state;

      (L)Radiologic technologists licensed under ORS 688.405 to 688.605 or the laws ofanother state;

      (m)Real estate appraisers licensed or certified under ORS chapter 674 or the lawsof another state; and

      (n)Other persons providing to the public types of personal service or servicessubstantially similar to those listed in paragraphs (a) to (m) of thissubsection that may be lawfully rendered only pursuant to a license.

      (6)“Professional corporation” or “domestic professional corporation” means acorporation organized under this chapter for the specific purpose of renderingprofessional service or services and for such other purposes provided underthis chapter.

      (7)“Professional service” means personal service or services rendered in thisstate to the public which may be lawfully rendered only pursuant to a licenseby a professional.

      (8)“Regulatory board” means the governmental agency of the State of Oregonrequired or authorized by law to license and regulate the rendering of aprofessional service or services for which a professional corporation isorganized.

 

      58.020 [Repealed by1961 c.726 §427]

 

      58.025 [1969 c.592 §3;1971 c.184 §4; repealed by 1985 c.728 §110]

 

      58.030 [Repealed by1961 c.726 §427]

 

      58.035Application to persons licensed to render professional services. Except asprovided in ORS 58.037, this chapter does not affect the right of personslicensed to render professional service or services within this state from sodoing in any other business form permitted them by law, rules and regulationsof the regulatory board of their profession and standards of professionalconduct of their profession. [1969 c.592 §4; 1993 c.235 §2]

 

      58.037Application to joint and several liability of shareholders of corporationorganized under ORS chapter 60 for purpose of rendering professional services;exemption; application to architects. (1) Notwithstanding any provision ofORS chapter 60 or ORS 58.035, this chapter shall apply to a corporation, and tothe joint and several liability of the shareholders of a corporation, organizedby a professional under ORS chapter 60 for the purpose of renderingprofessional service or services unless, prior to December 1, 1992:

      (a)The professional’s regulating board authorized incorporation under ORS chapter60; and

      (b)The corporation was incorporated under ORS chapter 60.

      (2)Notwithstanding subsection (1) of this section, architects licensed under ORS671.010 to 671.220 may organize as corporations under ORS chapter 60 or thischapter and shall be subject solely to the provisions of the chapter underwhich they are organized. [1993 c.235 §11; 1995 c.327 §3; 1997 c.774 §2]

 

      58.040 [Repealed by1961 c.726 §427]

 

      58.045Application of general corporation law and merger and conversion provisions. (1) The OregonBusiness Corporation Act is applicable to domestic and foreign professional corporationsexcept when inconsistent with this chapter. This chapter takes precedence inthe event of any conflict with provisions of the Oregon Business CorporationAct.

      (2)Subject to the limitations of ORS 58.196, all provisions of the Oregon BusinessCorporation Act governing mergers and conversions apply to domestic and foreignprofessional corporations. [1969 c.592 §5; 1987 c.94 §15; 1999 c.362 §1]

 

State Codes and Statutes

Statutes > Oregon > Vol2 > 058

Chapter 58 — ProfessionalCorporations

 

2009 EDITION

 

 

PROFESSIONALCORPORATIONS

 

CORPORATIONSAND PARTNERSHIPS

 

GENERALPROVISIONS

 

58.005       Shorttitle

 

58.015       Definitions

 

58.035       Applicationto persons licensed to render professional services

 

58.037       Applicationto joint and several liability of shareholders of corporation organized underORS chapter 60 for purpose of rendering professional services; exemption;application to architects

 

58.045       Applicationof general corporation law and merger and conversion provisions

 

58.048       Whenappearance by attorney not required

 

FORMATIONAND OPERATION

 

(Generally)

 

58.076       Purposesfor which professional corporation may be organized

 

58.085       Whomay incorporate; contents of articles of incorporation

 

58.087       Whenrestatement of articles of incorporation required

 

58.101       Termof office for directors; classes

 

58.115       Corporatename

 

(ForeignProfessional Corporations)

 

58.129       Requirementsto transact business in this state

 

58.134       Applicationfor authority to transact business

 

58.136       Amendedapplication for authority to transact business

 

58.141       Rightsand duties of foreign professional corporation and shareholders; authority totransact business

 

POWERSAND DUTIES

 

58.156       Methodby which professional corporation to render services; exceptions

 

58.165       Feescollected by corporation; compensation to person rendering services

 

58.185       Liabilitiesof employees, shareholders and the corporation

 

58.187       Revisionof limitations on liability in ORS 58.185 to reflect inflation or deflation;rules

 

58.196       Limitson merger

 

58.205       Corporationprohibited from doing acts prohibited to professional licensee

 

58.225       Annualreports

 

58.300       Redemptionof shares

 

RELATIONSHIPOF CORPORATION TO PROFESSIONAL LICENSING AGENCIES

 

(Generally)

 

58.325       Applicationto professional licensing agencies

 

58.335       Filingof documents with professional licensing agency; rules

 

58.345       Registrationand renewal with professional licensing agency; fees; rules

 

58.355       Suspension,revocation or refusal of certificate of registration

 

58.365       OregonState Bar as regulating board for attorneys; appeals from Oregon State Bar toSupreme Court; rules applicable to corporations rendering legal services

 

58.367       Authorityof regulatory board to establish rules affecting professional corporation

 

58.369       Applicationof chapter to practice of dentistry

 

(Practiceof Medicine)

 

58.375       Requirementsfor professional corporations organized to practice medicine; application tononprofit corporations

 

58.377       Transfereeof shares; limit on time as director, officer or shareholder

 

58.379       Powersof professional corporation organized to practice medicine

 

58.381       Proxies

 

58.383       Issuance,sale, transfer and redemption of shares

 

58.385       Disqualificationof physician; disposition of shares

 

58.387       Dispositionof shares of deceased shareholder

 

58.389       Pricefor purchase or redemption of shares of disqualified or deceased shareholder

 

FILINGDOCUMENTS

 

58.400       Filingrequirements

 

58.410       Filing,service, copying and certification fees

 

58.420       Effectivetime and date of document

 

58.430       Correctingfiled document

 

58.440       Forms;rules

 

58.450       Filingduty of Secretary of State; rules

 

58.460       Appealfrom Secretary of State’s refusal to file document

 

58.470       Evidentiaryeffect of copy of filed document

 

58.480       Certificateof existence or authorization

 

SECRETARYOF STATE

 

58.490       Powers

 

GENERALPROVISIONS

 

      58.005Short title.This chapter shall be known and may be cited as the “Oregon ProfessionalCorporation Act.” [1969 c.592 §1]

 

      58.010 [Repealed by 1961c.726 §427]

 

      58.015Definitions.As used in this chapter, unless the context requires otherwise:

      (1)“Foreign professional corporation” means a professional corporation organizedunder laws other than the laws of this state.

      (2)“License” includes a license, certificate of registration, permit or otherlegal authorization required by law as a condition precedent to the renderingof professional service or services within this state.

      (3)“Oregon Business Corporation Act” has the same meaning given that term in ORS60.951.

      (4)“Practicing medicine” has the meaning given that term in ORS 677.085.

      (5)“Professional” means:

      (a)Accountants licensed under ORS 673.010 to 673.457 or the laws of another state;

      (b)Architects licensed under ORS 671.010 to 671.220 or the laws of another state;

      (c)Attorneys licensed under ORS 9.005 to 9.755 or the laws of another state;

      (d)Chiropractors licensed under ORS chapter 684 or the laws of another state;

      (e)Dentists licensed under ORS chapter 679 or the laws of another state;

      (f)Landscape architects licensed under ORS 671.310 to 671.459 or the laws ofanother state;

      (g)Naturopaths licensed under ORS chapter 685 or the laws of another state;

      (h)Nurse practitioners licensed under ORS 678.010 to 678.410 or the laws ofanother state;

      (i)Psychologists licensed under ORS 675.010 to 675.150 or the laws of anotherstate;

      (j)Physicians licensed under ORS chapter 677 or the laws of another state;

      (k)Podiatrists licensed under ORS chapter 677 or the laws of another state;

      (L)Medical imaging licensees under ORS 688.405 to 688.605 or the laws of anotherstate;

      (m)Real estate appraisers licensed or certified under ORS chapter 674 or the lawsof another state; and

      (n)Other persons providing to the public types of personal service or servicessubstantially similar to those listed in paragraphs (a) to (m) of thissubsection that may be lawfully rendered only pursuant to a license.

      (6)“Professional corporation” or “domestic professional corporation” means a corporationorganized under this chapter for the specific purpose of rendering professionalservice or services and for such other purposes provided under this chapter.

      (7)“Professional service” means personal service or services rendered in thisstate to the public which may be lawfully rendered only pursuant to a licenseby a professional.

      (8)“Regulatory board” means the governmental agency of the State of Oregonrequired or authorized by law to license and regulate the rendering of aprofessional service or services for which a professional corporation isorganized. [1969 c.592 §2; 1971 c.362 §3; 1985 c.728 §42; 1985 c.764 §3; 1987c.94 §14; 1993 c.235 §1; 1997 c.774 §1; 2003 c.14 §24; 2005 c.254 §11; 2009c.833 §27]

 

      Note: The amendmentsto 58.015 by section 27, chapter 833, Oregon Laws 2009, take effect July 1,2010. See section 44, chapter 833, Oregon Laws 2009. The text that is effectiveuntil July 1, 2010, is set forth for the user’s convenience.

      58.015. As used in thischapter, unless the context requires otherwise:

      (1)“Foreign professional corporation” means a professional corporation organizedunder laws other than the laws of this state.

      (2)“License” includes a license, certificate of registration, permit or otherlegal authorization required by law as a condition precedent to the renderingof professional service or services within this state.

      (3)“Oregon Business Corporation Act” has the same meaning given that term in ORS60.951.

      (4)“Practicing medicine” has the meaning given that term in ORS 677.085.

      (5)“Professional” means:

      (a)Accountants licensed under ORS 673.010 to 673.457 or the laws of another state;

      (b)Architects licensed under ORS 671.010 to 671.220 or the laws of another state;

      (c)Attorneys licensed under ORS 9.005 to 9.755 or the laws of another state;

      (d)Chiropractors licensed under ORS chapter 684 or the laws of another state;

      (e)Dentists licensed under ORS chapter 679 or the laws of another state;

      (f)Landscape architects licensed under ORS 671.310 to 671.459 or the laws ofanother state;

      (g)Naturopaths licensed under ORS chapter 685 or the laws of another state;

      (h)Nurse practitioners licensed under ORS 678.010 to 678.410 or the laws ofanother state;

      (i)Psychologists licensed under ORS 675.010 to 675.150 or the laws of anotherstate;

      (j)Physicians licensed under ORS chapter 677 or the laws of another state;

      (k)Podiatrists licensed under ORS chapter 677 or the laws of another state;

      (L)Radiologic technologists licensed under ORS 688.405 to 688.605 or the laws ofanother state;

      (m)Real estate appraisers licensed or certified under ORS chapter 674 or the lawsof another state; and

      (n)Other persons providing to the public types of personal service or servicessubstantially similar to those listed in paragraphs (a) to (m) of thissubsection that may be lawfully rendered only pursuant to a license.

      (6)“Professional corporation” or “domestic professional corporation” means acorporation organized under this chapter for the specific purpose of renderingprofessional service or services and for such other purposes provided underthis chapter.

      (7)“Professional service” means personal service or services rendered in thisstate to the public which may be lawfully rendered only pursuant to a licenseby a professional.

      (8)“Regulatory board” means the governmental agency of the State of Oregonrequired or authorized by law to license and regulate the rendering of aprofessional service or services for which a professional corporation isorganized.

 

      58.020 [Repealed by1961 c.726 §427]

 

      58.025 [1969 c.592 §3;1971 c.184 §4; repealed by 1985 c.728 §110]

 

      58.030 [Repealed by1961 c.726 §427]

 

      58.035Application to persons licensed to render professional services. Except asprovided in ORS 58.037, this chapter does not affect the right of personslicensed to render professional service or services within this state from sodoing in any other business form permitted them by law, rules and regulationsof the regulatory board of their profession and standards of professionalconduct of their profession. [1969 c.592 §4; 1993 c.235 §2]

 

      58.037Application to joint and several liability of shareholders of corporationorganized under ORS chapter 60 for purpose of rendering professional services;exemption; application to architects. (1) Notwithstanding any provision ofORS chapter 60 or ORS 58.035, this chapter shall apply to a corporation, and tothe joint and several liability of the shareholders of a corporation, organizedby a professional under ORS chapter 60 for the purpose of renderingprofessional service or services unless, prior to December 1, 1992:

      (a)The professional’s regulating board authorized incorporation under ORS chapter60; and

      (b)The corporation was incorporated under ORS chapter 60.

      (2)Notwithstanding subsection (1) of this section, architects licensed under ORS671.010 to 671.220 may organize as corporations under ORS chapter 60 or thischapter and shall be subject solely to the provisions of the chapter underwhich they are organized. [1993 c.235 §11; 1995 c.327 §3; 1997 c.774 §2]

 

      58.040 [Repealed by1961 c.726 §427]

 

      58.045Application of general corporation law and merger and conversion provisions. (1) The OregonBusiness Corporation Act is applicable to domestic and foreign professional corporationsexcept when inconsistent with this chapter. This chapter takes precedence inthe event of any conflict with provisions of the Oregon Business CorporationAct.

      (2)Subject to the limitations of ORS 58.196, all provisions of the Oregon BusinessCorporation Act governing mergers and conversions apply to domestic and foreignprofessional corporations. [1969 c.592 §5; 1987 c.94 §15; 1999 c.362 §1]

 

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State Codes and Statutes

State Codes and Statutes

Statutes > Oregon > Vol2 > 058

Chapter 58 — ProfessionalCorporations

 

2009 EDITION

 

 

PROFESSIONALCORPORATIONS

 

CORPORATIONSAND PARTNERSHIPS

 

GENERALPROVISIONS

 

58.005       Shorttitle

 

58.015       Definitions

 

58.035       Applicationto persons licensed to render professional services

 

58.037       Applicationto joint and several liability of shareholders of corporation organized underORS chapter 60 for purpose of rendering professional services; exemption;application to architects

 

58.045       Applicationof general corporation law and merger and conversion provisions

 

58.048       Whenappearance by attorney not required

 

FORMATIONAND OPERATION

 

(Generally)

 

58.076       Purposesfor which professional corporation may be organized

 

58.085       Whomay incorporate; contents of articles of incorporation

 

58.087       Whenrestatement of articles of incorporation required

 

58.101       Termof office for directors; classes

 

58.115       Corporatename

 

(ForeignProfessional Corporations)

 

58.129       Requirementsto transact business in this state

 

58.134       Applicationfor authority to transact business

 

58.136       Amendedapplication for authority to transact business

 

58.141       Rightsand duties of foreign professional corporation and shareholders; authority totransact business

 

POWERSAND DUTIES

 

58.156       Methodby which professional corporation to render services; exceptions

 

58.165       Feescollected by corporation; compensation to person rendering services

 

58.185       Liabilitiesof employees, shareholders and the corporation

 

58.187       Revisionof limitations on liability in ORS 58.185 to reflect inflation or deflation;rules

 

58.196       Limitson merger

 

58.205       Corporationprohibited from doing acts prohibited to professional licensee

 

58.225       Annualreports

 

58.300       Redemptionof shares

 

RELATIONSHIPOF CORPORATION TO PROFESSIONAL LICENSING AGENCIES

 

(Generally)

 

58.325       Applicationto professional licensing agencies

 

58.335       Filingof documents with professional licensing agency; rules

 

58.345       Registrationand renewal with professional licensing agency; fees; rules

 

58.355       Suspension,revocation or refusal of certificate of registration

 

58.365       OregonState Bar as regulating board for attorneys; appeals from Oregon State Bar toSupreme Court; rules applicable to corporations rendering legal services

 

58.367       Authorityof regulatory board to establish rules affecting professional corporation

 

58.369       Applicationof chapter to practice of dentistry

 

(Practiceof Medicine)

 

58.375       Requirementsfor professional corporations organized to practice medicine; application tononprofit corporations

 

58.377       Transfereeof shares; limit on time as director, officer or shareholder

 

58.379       Powersof professional corporation organized to practice medicine

 

58.381       Proxies

 

58.383       Issuance,sale, transfer and redemption of shares

 

58.385       Disqualificationof physician; disposition of shares

 

58.387       Dispositionof shares of deceased shareholder

 

58.389       Pricefor purchase or redemption of shares of disqualified or deceased shareholder

 

FILINGDOCUMENTS

 

58.400       Filingrequirements

 

58.410       Filing,service, copying and certification fees

 

58.420       Effectivetime and date of document

 

58.430       Correctingfiled document

 

58.440       Forms;rules

 

58.450       Filingduty of Secretary of State; rules

 

58.460       Appealfrom Secretary of State’s refusal to file document

 

58.470       Evidentiaryeffect of copy of filed document

 

58.480       Certificateof existence or authorization

 

SECRETARYOF STATE

 

58.490       Powers

 

GENERALPROVISIONS

 

      58.005Short title.This chapter shall be known and may be cited as the “Oregon ProfessionalCorporation Act.” [1969 c.592 §1]

 

      58.010 [Repealed by 1961c.726 §427]

 

      58.015Definitions.As used in this chapter, unless the context requires otherwise:

      (1)“Foreign professional corporation” means a professional corporation organizedunder laws other than the laws of this state.

      (2)“License” includes a license, certificate of registration, permit or otherlegal authorization required by law as a condition precedent to the renderingof professional service or services within this state.

      (3)“Oregon Business Corporation Act” has the same meaning given that term in ORS60.951.

      (4)“Practicing medicine” has the meaning given that term in ORS 677.085.

      (5)“Professional” means:

      (a)Accountants licensed under ORS 673.010 to 673.457 or the laws of another state;

      (b)Architects licensed under ORS 671.010 to 671.220 or the laws of another state;

      (c)Attorneys licensed under ORS 9.005 to 9.755 or the laws of another state;

      (d)Chiropractors licensed under ORS chapter 684 or the laws of another state;

      (e)Dentists licensed under ORS chapter 679 or the laws of another state;

      (f)Landscape architects licensed under ORS 671.310 to 671.459 or the laws ofanother state;

      (g)Naturopaths licensed under ORS chapter 685 or the laws of another state;

      (h)Nurse practitioners licensed under ORS 678.010 to 678.410 or the laws ofanother state;

      (i)Psychologists licensed under ORS 675.010 to 675.150 or the laws of anotherstate;

      (j)Physicians licensed under ORS chapter 677 or the laws of another state;

      (k)Podiatrists licensed under ORS chapter 677 or the laws of another state;

      (L)Medical imaging licensees under ORS 688.405 to 688.605 or the laws of anotherstate;

      (m)Real estate appraisers licensed or certified under ORS chapter 674 or the lawsof another state; and

      (n)Other persons providing to the public types of personal service or servicessubstantially similar to those listed in paragraphs (a) to (m) of thissubsection that may be lawfully rendered only pursuant to a license.

      (6)“Professional corporation” or “domestic professional corporation” means a corporationorganized under this chapter for the specific purpose of rendering professionalservice or services and for such other purposes provided under this chapter.

      (7)“Professional service” means personal service or services rendered in thisstate to the public which may be lawfully rendered only pursuant to a licenseby a professional.

      (8)“Regulatory board” means the governmental agency of the State of Oregonrequired or authorized by law to license and regulate the rendering of aprofessional service or services for which a professional corporation isorganized. [1969 c.592 §2; 1971 c.362 §3; 1985 c.728 §42; 1985 c.764 §3; 1987c.94 §14; 1993 c.235 §1; 1997 c.774 §1; 2003 c.14 §24; 2005 c.254 §11; 2009c.833 §27]

 

      Note: The amendmentsto 58.015 by section 27, chapter 833, Oregon Laws 2009, take effect July 1,2010. See section 44, chapter 833, Oregon Laws 2009. The text that is effectiveuntil July 1, 2010, is set forth for the user’s convenience.

      58.015. As used in thischapter, unless the context requires otherwise:

      (1)“Foreign professional corporation” means a professional corporation organizedunder laws other than the laws of this state.

      (2)“License” includes a license, certificate of registration, permit or otherlegal authorization required by law as a condition precedent to the renderingof professional service or services within this state.

      (3)“Oregon Business Corporation Act” has the same meaning given that term in ORS60.951.

      (4)“Practicing medicine” has the meaning given that term in ORS 677.085.

      (5)“Professional” means:

      (a)Accountants licensed under ORS 673.010 to 673.457 or the laws of another state;

      (b)Architects licensed under ORS 671.010 to 671.220 or the laws of another state;

      (c)Attorneys licensed under ORS 9.005 to 9.755 or the laws of another state;

      (d)Chiropractors licensed under ORS chapter 684 or the laws of another state;

      (e)Dentists licensed under ORS chapter 679 or the laws of another state;

      (f)Landscape architects licensed under ORS 671.310 to 671.459 or the laws ofanother state;

      (g)Naturopaths licensed under ORS chapter 685 or the laws of another state;

      (h)Nurse practitioners licensed under ORS 678.010 to 678.410 or the laws ofanother state;

      (i)Psychologists licensed under ORS 675.010 to 675.150 or the laws of anotherstate;

      (j)Physicians licensed under ORS chapter 677 or the laws of another state;

      (k)Podiatrists licensed under ORS chapter 677 or the laws of another state;

      (L)Radiologic technologists licensed under ORS 688.405 to 688.605 or the laws ofanother state;

      (m)Real estate appraisers licensed or certified under ORS chapter 674 or the lawsof another state; and

      (n)Other persons providing to the public types of personal service or servicessubstantially similar to those listed in paragraphs (a) to (m) of thissubsection that may be lawfully rendered only pursuant to a license.

      (6)“Professional corporation” or “domestic professional corporation” means acorporation organized under this chapter for the specific purpose of renderingprofessional service or services and for such other purposes provided underthis chapter.

      (7)“Professional service” means personal service or services rendered in thisstate to the public which may be lawfully rendered only pursuant to a licenseby a professional.

      (8)“Regulatory board” means the governmental agency of the State of Oregonrequired or authorized by law to license and regulate the rendering of aprofessional service or services for which a professional corporation isorganized.

 

      58.020 [Repealed by1961 c.726 §427]

 

      58.025 [1969 c.592 §3;1971 c.184 §4; repealed by 1985 c.728 §110]

 

      58.030 [Repealed by1961 c.726 §427]

 

      58.035Application to persons licensed to render professional services. Except asprovided in ORS 58.037, this chapter does not affect the right of personslicensed to render professional service or services within this state from sodoing in any other business form permitted them by law, rules and regulationsof the regulatory board of their profession and standards of professionalconduct of their profession. [1969 c.592 §4; 1993 c.235 §2]

 

      58.037Application to joint and several liability of shareholders of corporationorganized under ORS chapter 60 for purpose of rendering professional services;exemption; application to architects. (1) Notwithstanding any provision ofORS chapter 60 or ORS 58.035, this chapter shall apply to a corporation, and tothe joint and several liability of the shareholders of a corporation, organizedby a professional under ORS chapter 60 for the purpose of renderingprofessional service or services unless, prior to December 1, 1992:

      (a)The professional’s regulating board authorized incorporation under ORS chapter60; and

      (b)The corporation was incorporated under ORS chapter 60.

      (2)Notwithstanding subsection (1) of this section, architects licensed under ORS671.010 to 671.220 may organize as corporations under ORS chapter 60 or thischapter and shall be subject solely to the provisions of the chapter underwhich they are organized. [1993 c.235 §11; 1995 c.327 §3; 1997 c.774 §2]

 

      58.040 [Repealed by1961 c.726 §427]

 

      58.045Application of general corporation law and merger and conversion provisions. (1) The OregonBusiness Corporation Act is applicable to domestic and foreign professional corporationsexcept when inconsistent with this chapter. This chapter takes precedence inthe event of any conflict with provisions of the Oregon Business CorporationAct.

      (2)Subject to the limitations of ORS 58.196, all provisions of the Oregon BusinessCorporation Act governing mergers and conversions apply to domestic and foreignprofessional corporations. [1969 c.592 §5; 1987 c.94 §15; 1999 c.362 §1]