11/15/2017
House Bill 2191 READ -- NO MORE POSTAL MAIL DROPS AS A PRINCIPAL PLACE OF BUSINESS. READ!!!
House Bill 2191 takes effect January 1, 2018. The bill requires the Secretary of State to collect additional information from business entities when filing documents associated with articles of incorporation/organization (including amended, restated, conversion and merger filings).
What’s New with Filing Requirements
•The principal place of business will be required when filing articles of incorporation/organization (including amended, restated, conversion and merger filings) for Oregon business corporations, professional corporations and limited liability companies.
◦The principal place of business must be a physical street address and may not be a commercial mail-receiving agency, mail forwarding or virtual office. This applies to business corporations, professional corporations, cooperative corporations, limited liability companies, nonprofit corporations, limited partnerships, limited liability partnerships, business trusts, and water district improvement corporations.
•An individual with direct knowledge of the operations and business activities of the corporation or limited liability company must be identified on the articles of incorporation/organization (including amended, restated, conversion and merger filings). This person may be a director or controlling shareholder for a Corporation or a member or manager for a Limited Liability Company or any individual that has direct knowledge of the operations and business activities of the corporation or LLC.
•The signer must acknowledge that under penalty of perjury, the document does not fraudulently conceal, obscure, alter or otherwise misrepresent the identity of the person or any of the officers, directors, employees, or agents of the corporation, or members, managers, employees or agents of the corporation or LLC.
◦Corporations/Professional Corporations: I declare, under penalty of perjury, that this document does not fraudulently conceal, fraudulently obscure, fraudulently alter or otherwise misrepresent the identity of the person or any officers, directors, employees or agents of the corporation. This filing has been examined by me and is, to the best of my knowledge and belief, true, correct, and complete. Making false statements in this document is against the law and may be penalized by fines, imprisonment or both.
◦Limited Liability Companies: I declare, under penalty of perjury, that this document does not fraudulently conceal, fraudulently obscure, fraudulently alter or otherwise misrepresent the identity of the person or any members, managers, employees or agents of the limited liability company. This filing has been examined by me and is, to the best of my knowledge and belief, true, correct, and complete. Making false statements in this document is against the law and may be penalized by fines, imprisonment or both.
Enforcement of Potential Violations
•Permits the Secretary of State to investigate potential violations of the Oregon Corporation Act (ORS 60) and Oregon Limited Liability Act (ORS 63) and may order a company to submit a list of owners and officers, or respond to questions from the Secretary of State. Failure to comply may result in action to fine or dissolve, cancel or revoke the company’s registration status.
•Permits the Department of Revenue to recommend dissolution of a Corporation or Limited Liability Company for failure to comply with Oregon tax laws.
•Permits a court to dissolve a business that the court finds was used as a shell company or was incorporated or organized for illegal purposes.
Permits the Attorney General to bring action for dissolution and specifies elements of fact showing that the corporation or Limited Liability Company is a shell company.
