Oregon Administrative Rules Chapter 160 - SECRETARY OF STATE, CORPORATION DIVISION
Overview of Oregon Administrative Rules Chapter 160 — Secretary of State, Corporation Division
What is Chapter 160 — Secretary of State, Corporation Division?
Chapter 160 of the Oregon Administrative Rules governs the operations and procedures of the Corporation Division of the Oregon Secretary of State. This division is responsible for business entity registration, filing, compliance, and regulation of corporations, limited liability companies (LLCs), partnerships, and other business entities operating within Oregon.
Purpose and Scope
The rules in Chapter 160 aim to:
Administer the registration and ongoing compliance of business entities,
Ensure accurate public records related to business filings,
Establish procedures for filings such as formation, amendments, dissolution, and mergers,
Provide transparency and public access to business information,
Facilitate compliance with Oregon business laws,
Protect public interest by maintaining a reliable business registry system.
Regulatory Framework and Key Provisions
1. Entity Formation and Registration
Procedures for the formation of corporations, LLCs, limited partnerships, and other entities,
Requirements for articles of incorporation/organization or registration statements,
Filing fees and formats,
Name reservation and approval processes ensuring uniqueness and compliance with state naming rules.
2. Filing Amendments and Updates
Guidelines for filing changes to business information, including registered agents, principal offices, directors/officers,
Procedures for annual reports and renewal filings,
Deadlines and consequences for late filings or failure to file.
3. Entity Status and Compliance
Procedures for administrative dissolution or reinstatement due to noncompliance or failure to file,
Reporting of entity status (active, suspended, dissolved),
Penalties for violations or fraudulent filings.
4. Public Records and Access
Rules governing access to business filings and public records,
Procedures for obtaining certified copies or certificates of status,
Fees associated with records requests.
5. Miscellaneous Provisions
Procedures for handling errors or corrections in filings,
Policies on electronic filing and record-keeping,
Authority and duties of the Corporation Division staff,
Rules related to the use of fictitious business names (DBAs).
Statutory Authority
The Oregon Secretary of State’s Corporation Division operates under the authority of Oregon Revised Statutes (ORS) Chapter 60 (Business Corporations), Chapter 63 (Limited Liability Companies), and related statutes.
OAR Chapter 160 implements these laws administratively, detailing procedural and operational rules.
Relevant Oregon Case Law Related to Corporation Division Functions
Oregon courts have addressed several important legal principles relating to the Secretary of State’s Corporation Division, including registration, corporate status, and administrative actions. Here are some illustrative cases:
1. State ex rel. Oregon Dept. of Justice v. Osborne, 318 Or. 347, 867 P.2d 787 (1994)
Summary: This case concerned the Secretary of State’s authority to administratively dissolve a corporation for failure to file annual reports.
Key Point: The Oregon Supreme Court upheld the Secretary of State’s statutory authority to dissolve noncompliant corporations to protect the public and maintain accurate business records.
Relevance: Supports OAR provisions on administrative dissolution and compliance enforcement.
2. Willamette Iron & Steel Works v. Johnson, 161 Or. App. 398, 984 P.2d 133 (1999)
Summary: Addressed the issue of corporate name conflicts and the Secretary of State’s role in approving or denying business names.
Key Point: The court confirmed the state’s interest in preventing misleading or confusing entity names and supported administrative name reservation rules.
Relevance: Reinforces Chapter 160 naming rules and the Secretary of State’s authority.
3. Heckathorn v. Oregon, 292 Or. 581, 642 P.2d 1174 (1982)
Summary: This case involved the validity of corporate filings and challenges to corporate existence based on filing errors.
Key Point: The court ruled that properly filed documents with the Corporation Division create a presumption of corporate existence, even if minor errors exist.
Relevance: Highlights the importance of compliance with filing requirements and the Corporation Division’s role in maintaining corporate status.
4. Northwest Capital Corp. v. State, 233 Or. App. 125, 225 P.3d 983 (2009)
Summary: Concerned the process of reinstatement of administratively dissolved corporations.
Key Point: The court clarified the procedures and conditions for reinstatement, including payment of fees and filings.
Relevance: Supports administrative reinstatement procedures detailed in Chapter 160.
Practical Impact of Chapter 160 on Businesses
Businesses must comply with precise filing requirements and deadlines to maintain good standing,
The Corporation Division ensures transparency and public access to business information,
Administrative actions such as dissolution or reinstatement protect the integrity of the business registry,
The rules facilitate smooth and efficient business formation and maintenance,
They ensure that Oregon’s corporate environment remains organized, reliable, and trustworthy.
Summary
Oregon Administrative Rules Chapter 160 govern the Corporation Division’s procedures for business entity registration, compliance, and public record management.
The rules implement state corporate statutes and ensure proper filings, name regulations, status reporting, and administrative enforcement.
Oregon courts have consistently upheld the Secretary of State’s authority in administrative dissolution, name control, filing validity, and reinstatement under these rules.
Chapter 160 plays a vital role in maintaining an orderly and transparent corporate system in Oregon.
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