ORS Chapter 58

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]