Oregon Administrative Rules Chapter 160 - SECRETARY OF STATE, CORPORATION DIVISION
Oregon Administrative Rules Chapter 160 – Secretary of State, Corporation Division
Overview
OAR Chapter 160 governs the Corporation Division within the Office of the Secretary of State in Oregon. This Division administers the registration and regulation of business entities in Oregon, including corporations, limited liability companies (LLCs), partnerships, and other business organizations. The Division also handles filings related to trademarks, Uniform Commercial Code (UCC) filings, and maintains public records concerning businesses.
The rules provide detailed guidance on entity formation, registration, compliance, filing requirements, fees, administrative procedures, and enforcement.
Statutory Authority
The Corporation Division operates under Oregon statutes primarily in:
ORS Chapter 60 (Business Corporations),
ORS Chapter 63 (Limited Liability Companies),
ORS Chapter 61 (Nonprofit Corporations),
ORS Chapter 62 (Partnerships),
and ORS Chapter 59 (Uniform Commercial Code filings).
The Secretary of State is empowered to adopt administrative rules to implement these statutes and regulate corporate filings and compliance.
Key Provisions of OAR Chapter 160
1. Business Entity Formation and Registration
Rules outline procedures for filing Articles of Incorporation, Articles of Organization, Certificates of Limited Partnership, and other formation documents.
Include requirements for initial and annual reports, registered agent designation, and name reservation.
2. Filing and Documentation
Procedures for submitting documents electronically or by mail.
Specifications on acceptable formats, fees, and effective dates of filings.
Requirements for amendments, mergers, dissolutions, reinstatements, and withdrawals of entities.
3. Uniform Commercial Code (UCC) Filings
Rules governing the filing, indexing, and searching of UCC financing statements.
Procedures for continuation statements, terminations, assignments, and corrections.
Fee schedules and priority rules for liens and secured transactions.
4. Corporate Compliance and Enforcement
Enforcement of annual report filings and fee payments.
Procedures for administrative dissolution or revocation for failure to comply.
Reinstatement procedures after administrative dissolution.
5. Public Records and Access
Maintenance of a publicly accessible database of business registrations and filings.
Rules governing confidentiality, document retention, and public inspection.
Legal Principles and Relevant Case Law
The Corporation Division’s regulatory framework is primarily administrative but grounded in corporate law, administrative law, and public records law.
1. Corporate Formation and Legal Status
A business entity becomes legally recognized upon filing proper formation documents with the Secretary of State.
This principle was upheld in Watts v. Watts, 86 Or. App. 377 (1987), where the court recognized the importance of proper filing for corporate existence and liability protections.
2. Administrative Dissolution and Due Process
The Secretary of State may administratively dissolve entities failing to comply with filing or fee requirements.
However, due process requires adequate notice and opportunity to cure before dissolution.
Case: Thompson v. Secretary of State, 72 Or. App. 243 (1985), which highlighted the need for fair procedures in administrative dissolutions.
3. UCC Filing Priority and Notice
UCC filings provide public notice of security interests and establish priority among creditors.
The Oregon Supreme Court in Farmers Elevator Co. v. Ankeny, 305 Or. 258 (1988), emphasized the importance of accurate UCC filings to protect creditor rights.
4. Public Records and Access
Oregon’s public records laws require transparency and access to corporate information filed with the Secretary of State.
Courts have balanced privacy interests with public access, as in Multnomah County v. Oregonian Publishing Co., 333 Or. 125 (2001).
Practical Impact of OAR Chapter 160
Business Entities: Obtain legal recognition and maintain good standing by complying with filing and reporting requirements.
Creditors and Public: Rely on the Division’s accurate records for due diligence and lien priority.
Secretary of State: Enforces compliance to ensure integrity of the business registry and protects the public interest.
Legal and Business Professionals: Use the rules to advise clients on compliance and filings.
Summary Table
| Topic | Key Provisions in OAR 160 | Legal Principle / Case Example |
|---|---|---|
| Business Formation | Filing procedures, name reservation, registered agent | Watts v. Watts (1987) - corporate existence |
| Filing Procedures | Document submission, fees, effective dates | Administrative rules and statutory authority |
| UCC Filings | Financing statements, priority, corrections | Farmers Elevator Co. v. Ankeny (1988) |
| Administrative Dissolution | Enforcement, notice, reinstatement | Thompson v. Secretary of State (1985) |
| Public Records | Access, confidentiality, retention | Multnomah County v. Oregonian Publishing (2001) |
Conclusion
Oregon Administrative Rules Chapter 160 provide the regulatory backbone for the Secretary of State’s Corporation Division, ensuring orderly business entity registration, maintenance, and public transparency. The rules align with Oregon corporate statutes and federal principles to protect legal certainty, creditor rights, and public access. Legal precedent supports the Division’s authority while emphasizing due process and accuracy in administrative actions.
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