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Oregon Bulletin

April 1, 2012

Secretary of State, Corporation Division, Chapter 160

Rule Caption: Adjusts the dollar limit on joint and several liability of professional corporations due to inflation.

Adm. Order No.: CORP 1-2012

Filed with Sec. of State: 3-1-2012

Certified to be Effective: 3-1-12

Notice Publication Date: 2-1-2012

Rules Amended: 160-010-0400

Subject: As directed by ORS 58.187, this rule adjusts the dollar limit on joint and several liability of professional corporations due to inflation.

Rules Coordinator: Ginger Spotts—(503) 986-2333

160-010-0400

Professional Corporation Limit on Joint and Several Liability

(1) The Secretary of State, assisted by the Office of Economic Analysis, Department of Administrative Services, has calculated the inflation factor affecting joint and several liability caps of Professional Corporations to be 1.553656, following the formula prescribed in ORS 58.187.

(2) Therefore, joint and several liability claims under ORS 58.185(5) & (8) made against a single shareholder shall not exceed $450,000.

(3) The total joint and several liability for a single claim made against one or more licensed Oregon shareholders under ORS 58.185 (5) and (8) shall not exceed $3,100,000.

(4) As required by ORS 58.187(1), the Corporation Division hereby adopts said figures.

Stat. Auth.: ORS 58.187
Stats. Implemented: ORS 58.187
Hist.: CORP 1-2000, f. & cert. ef. 2-1-00; CORP 1-2006, f. & cert. ef. 2-1-06; CORP 1-2012, f. & cert. ef. 3-1-12


 

Rule Caption: ABN amendment signature requirement, waiver of reinstatement limit for entities, and jurisdiction for conversions.

Adm. Order No.: CORP 2-2012

Filed with Sec. of State: 3-1-2012

Certified to be Effective: 3-1-12

Notice Publication Date: 2-1-2012

Rules Adopted: 160-010-0030, 160-010-0450

Rules Amended: 160-010-0310

Subject: These rules update the signature requirement for filing the assumed business name amendment. These rules allow for a waiver of the 5 year limit for reinstatement on corporations, limited liability companies, and business trusts. In addition, these rules require jurisdiction to be included in the articles of conversion when a domestic entity converts to a foreign business entity.

Rules Coordinator: Ginger Spotts—(503) 986-2333

160-010-0030

Assumed Business Name Amendment

In addition to the signatures required by 648.125(2), an assumed business name amendment that adds a registrant or registrants must be signed by the registrant, if the registrant is an individual, by the officer of a foreign or domestic corporation who is authorized to sign, if the registrant is a foreign or domestic corporation, by a general partner of a foreign or domestic limited partnership, if the registrant is a foreign or domestic limited partnership, by a manager or member of a foreign or domestic limited liability company, if the registrant is a foreign or domestic limited liability company, or by a trustee of a foreign or domestic business trust, if the registrant is a foreign or domestic business trust.

Stat. Auth.: ORS 648.125
Stats. Implemented: ORS 648.025
Hist.: CORP 2-2012, f. & cert. ef. 3-1-12

160-010-0310

Eligibility for Waiver of Reinstatement Limit

The five year limit for reinstating a corporation, limited liability company, partnership, or business trust whose status has been administratively dissolved pursuant to ORS 60.647, 63.647, 65.647, 67.655, 70.430, 128.597, or 554.302 may be waived by the Secretary of State if the entity requests the waiver and provides evidence of the entity’s continued existence as an active concern during the period of administrative .

(1) A dissolved business entity that wishes to reinstate shall submit to the Corporation Division a reinstatement application, current annual report, appropriate fee, and documentation showing evidence of continued existence during dissolution.

(2) Continued existence of the entity as an active concern shall be shown by:

(a) Documentation provided by the entity demonstrating continued operation or existence, such as a signed statement by a certified public accountant or licensed attorney, tax or financial records, and

(b) Additional documentation the Secretary of State may require.

Stat. Auth.: ORS 56.022
Stats. Implemented: ORS 60.654, 63.654, 65.654, 67.665, 70.440, 128.599, & 554.307
Hist.: CORP 1-2009, f. & cert. ef. 9-3-09; CORP 2-2012, f. & cert. ef. 3-1-12

160-010-0450

Conversion of a Business Entity

When a domestic business entity is converting to a foreign business entity, the articles of conversion shall include the jurisdiction of the foreign business entity.

Stat. Auth.: ORS 56.022
Stats. Implemented: ORS 60.472, 62.607, 63.470, 67.342, & 70.505
Hist.: CORP 2-2012, f. & cert. ef. 3-1-12


 

Rule Caption: Changes to Farm Product and Agricultural Lien Forms.

Adm. Order No.: CORP 3-2012

Filed with Sec. of State: 3-1-2012

Certified to be Effective: 3-1-12

Notice Publication Date: 2-1-2012

Rules Adopted: 160-050-0115

Rules Amended: 160-050-0200, 160-050-0210

Subject: These rules state the content required for EFS filing’s and includes a statement of lien attestation.

Rules Coordinator: Ginger Spotts—(503) 986-2333

160-050-0115

Statutory Lien Attestation

(1) The written notice of claim of lien, as described in ORS 87.242 (2), shall include a statement verified by an attestation under penalty of perjury.

(2) The form of the attestation shall be signed by the lien claimant, and shall include the following sentence in prominent letters immediately above the signature of the lien claimant: “I hereby declare that the above statement is true to the best of my knowledge and belief, and that I understand it is made for use as evidence in court and is subject to penalty for perjury.”

Stat. Auth.: ORS 87.246
Stats. Implemented: ORS 87.242
Hist.: CORP 3-2012, f. & cert. ef. 3-1-12

160-050-0200

EFS Requirements

(1) An EFS must be filed on a form prescribed and approved by the Secretary of State. The form shall be designated “EFS-1.”

(2) The information on the Form EFS-1 should meet the following requirements:

(a) Name, address and telephone number of the secured party:

(A) The name and address of the secured party are required;

(B) The secured party name or names must be entered completely and precisely;

(C) The name of an individual must be entered in order of last name (surname), first name, and, if any, middle initial or name;

(D) Assumed business names and business entity names must appear beginning with first word or character that is not an article or punctuation mark;

(E) The address of the secured party must be the address where information pertaining to the security interest maybe obtained;

(F) The telephone number of the secured party is requested.

(b) Name and address of each debtor:

(A) The name and address of each debtor is required;

(B) The name of each debtor must be entered completely and precisely;

(C) The name of an individual must be entered in order of last name (surname), first name, and, if any, middle initial or name;

(D) Assumed business names and business entity names must be entered beginning with the first word or character that is not an article or punctuation mark;

(E) The address of the debtor is the mailing address of such person;

(c) Farm Product name or code:

(A) Each farm product that is produced in Oregon is assigned a four-digit numerical code. The codes are located on the back side of the Form EFS-1;

(B) The farm product code is required;

(C) Each filing party is responsible for listing the appropriate farm product code for a farm product on which the EFS or notice of security interest is being filed;

(D) The four-digit product code for each farm product subject to the security interest must be entered. A table of product codes appears on the back of the Form EFS-1;

(d) Crop year:

(A) The crop year, for crops grown in soil, is the calendar year in which it is harvested or to be harvested;

(B) For animals, the crop year is the calendar year in which they are born or acquired;

(C) For poultry or eggs, the crop year is the calendar year in which they are sold or to be sold;

(D) If an EFS does not show a crop year, it will be regarded as applicable to the crop or farm product in question for every year the EFS is effective;

(E) The crop year is a two-digit or four-digit code representing the actual year;

(F) The crop year must be shown on the Form EFS-1, unless every year of the farm product in question, for the duration of the EFS, is subject to the particular security interest.

(e) County Code:

(A) Each county in Oregon is assigned a two-digit numerical code. The county code represents the county in which the farm product is produced or is to be produced. The county codes are located on the back side of the Form EFS-1;

(B) The county code is required;

(C) Below is a list of the county codes for Oregon:

(i) Baker — 01;

(ii) Benton — 02;

(iii) Clackamas — 03;

(iv) Clatsop — 04;

(v) Columbia — 05;

(vi) Coos — 06;

(vii) Crook — 07;

(viii) Curry — 08;

(ix) Deschutes — 09;

(x) Douglas — 10;

(xi) Gilliam — 11;

(xii) Grant — 12;

(xiii) Harney — 13;

(xiv) Hood River — 14;

(xv) Jackson — 15;

(xvi) Jefferson — 16;

(xvii) Josephine — 17;

(xviii) Klamath — 18;

(xix) Lake — 19;

(xx) Lane — 20;

(xxi) Lincoln — 21;

(xxii) Linn — 22;

(xxiii) Malheur — 23;

(xxiv) Marion — 24;

(xxv) Morrow — 25;

(xxvi) Multnomah — 26;

(xxvii) Polk — 27;

(xxviii) Sherman — 28;

(xxix) Tillamook — 29;

(xxx) Umatilla — 30;

(xxxi) Union — 31;

(xxxii) Wallowa — 32;

(xxxiii) Wasco — 33;

(xxxiv) Washington — 34;

(xxxv) Wheeler — 35;

(xxxvi) Yamhill — 36.

(D) The county code(s) must be listed for each product code shown.

(f) Amount of farm product (where applicable):

(A) The amount of farm product may or may not be shown on every EFS and master list entry;

(B) The need to supply this additional information arises only where some of the debtor’s farm product is subject to the security interest and some is not;

(C) If the EFS does not show an amount, this constitutes a representation that all of such product owned by the debtor is subject to the security interest in question;

(D) The amount shown must be sufficient to enable a reader of the information to identify what part of the debtor’s farm product owned by the debtor is subject to the security interest, and what is not;

(E) Twenty characters have been allotted on the master list for providing information on the amount of farm product. The description of the amount should not be more than 20 characters.

(g) Brief Description of farm product:

(A) A brief description of the farm product maybe shown on the EFS and master list entry.

(B) The need to supply this additional information arises only where some of the debtor’s farm product is subject to the security interest and some is not.

(C) Seventy-five characters have been allotted on the master list for providing information on the description of the farm product. The farm product description should not be more than 75 characters.

(h) Signature of the debtor, unless the debtor has executed a security agreement granting a security interest in the farm products to the secured party.

(3) The EFS will be rejected if it does not contain the name and address of the debtor, name and address of the secured party, farm product code, county code, or if it is not accompanied by the EFS filing fee.

(4) For the purposes of filing an effective financing statement, an electronically submitted document shall be considered an original document under ORS 80.115.

Stat. Auth.: ORS 80.106 & 80.115
Stats. Implemented: ORS 80.115
Hist.: SD 33-1986(Temp), f. 12-5-86, ef. 12-24-86; SOS 1-1987, f. & ef. 1-2-87; SOS 11-1987, f. 7-9-87, ef. 8-1-87; PRD 1-1989, f. 12-12-89, cert. ef. 1-1-90, Renumbered from 164-050-0030; CORP 1-1993, f. 12-29-93, cert. ef. 1-1-94; CORP 2-2001, f. 7-9-01, cert. ef. 8-1-01; CORP 2-2006, f. & cert. ef. 2-6-06; CORP 1-2008, f. & cert. ef. 1-15-08; CORP 3-2012, f. & cert. ef. 3-1-12

160-050-0210

Amendment, Continuation, Assignment and Lapse of EFS

(1) An EFS may be amended, assigned, continued or lapsed by the secured party of record. An amendment, assignment, continuation or lapse must be filed on a form prescribed and approved by the Secretary of State. The form shall be designated “Form EFS-3.”

(2) The EFS-3 must include the document number assigned by the Secretary of State to the original effective financing statement.

(3) The EFS-3 shall include the full and current information for the filing for all the elements listed in 160-050-0200(2).

(4) After January 1, 2012, the amendment of an EFS supersedes the current registration of the effective financing statement, but does not serve as a continuation of the registration, unless its effectiveness is extended as provided in 160-050-0210(8).

(5) A Secured Party must sign, authorize or otherwise authenticate an EFS-3 that declares the lapse of an EFS.

(6) Unless the Debtor has executed a security agreement granting a security interest in the farm products to the secured party, the Debtor must sign, authorize or otherwise authenticate the EFS-3.

(7) For the purposes of uniformity, “lapse” will be considered synonymous with “termination” under ORS 79.0513 and this chapter. The EFS-3 form may refer to a “termination,” instead of a “lapse.”

(8) The EFS remains effective for a period of five years from the date of filing. Its effectiveness may be extended by an additional five years by filing a continuation statement within six months before the expiration of the current five-year period.

(9) Under the conditions described in ORS 80.115(4), if there is no outstanding secured obligation and no commitment to make advances, incur obligations or otherwise give value under the security interest, the secured party should file a statement of termination or lapse.

(10) Upon the expiration of the effective period of an EFS, the EFS lapses, unless effectively extended pursuant to ORS 80.115 and OAR 160-050-0210.

Stat. Auth.: ORS 80.106 & 80.11
Stats. Implemented: ORS 80.115
Hist.: SD 33-1986(Temp), f. 12-5-86, ef. 12-24-86; SOS 1-1987, f. & ef. 1-2-87; SOS 7-1987(Temp), f. & ef. 5-13-87; SOS 11-1987, f. 7-9-87, ef. 8-1-87; PRD 1-1989, f. 12-12-89, cert. ef. 1-1-90, Renumbered from 164-050-0040; CORP 1-1993, f. 12-29-93, cert. ef. 1-1-94; CORP 2-2006, f. & cert. ef. 2-6-06; CORP 1-2008, f. & cert. ef. 1-15-08; CORP 3-2012, f. & cert. ef. 3-1-12

Notes
1.) This online version of the OREGON BULLETIN is provided for convenience of reference and enhanced access. The official, record copy of this publication is contained in the original Administrative Orders and Rulemaking Notices filed with the Secretary of State, Archives Division. Discrepancies, if any, are satisfied in favor of the original versions. Use the OAR Revision Cumulative Index found in the Oregon Bulletin to access a numerical list of rulemaking actions after November 15, 2011.

2.) Copyright 2012 Oregon Secretary of State: Terms and Conditions of Use

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