Oregon Business Entity Law


Effective July 1, 2017 // Becomes operative January 1, 2018

Oregon House Bill 2191 authorizes Secretary of State to investigate alleged or potential violations of business entity statutes and to require business entity to provide list of shareholders and respond to interrogatories. Permits Secretary of State to impose penalties, cancel or revoke incorporation or dissolve business entity that violates statutes or fails to cooperate with investigation. Permits Department of Revenue to recommend dissolution of business entity that fails to comply with tax laws of state, but not if department has allowed appeal of business entity’s tax liability or if appeal is pending. Subjects directors, officers, employees, members and managers of shell entity to claim for damages from person that suffers ascertainable loss of money or property resulting from knowing dissemination of materially false statement concerning certain aspects of shell entity’s finances and operations. Specifies information concerning street address of business entity and name and address of director, controlling shareholder, member or manager that must appear in articles of incorporation or articles of organization for business entity. Permits court to dissolve business entity that court finds was shell entity that was used, incorporated or organized for illegal purpose, to defraud or deceive another person or to conceal business activity from another person or governmental agency. Permits Attorney General to bring action for dissolution and specifies elements of prima facie showing. Specifies effects of finding that business entity is shell entity. Specifies that principal office of business entity incorporated or organized in this state or authorized to transact business in this state must have physical street address that may not be commercial mail receiving agency, mail forwarding business or virtual office. Permits department to disclose certain information from taxpayer return to Secretary of State for purposes of initiating or supporting recommendation for administrative dissolution of business entity that fails to comply with applicable tax laws of state. Becomes operative January 1, 2018. Declares emergency, effective July 1, 2017.


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