justicedao/ipfs_state_laws huggingface dataset:
160-010-0011 General Guidelines This rule furnishes general guidelines to determine whether a proposed name is distinguishable on the active records of the Secretary of State Business Registry office. For the purposes of determining whether a name is available for registration, OAR 160-010-0010 through 160-010-0014 will be applied jointly. (1) The records consist of business, professional, cooperative and nonprofit corporations, limited liability companies, limited liability partnerships, limited partnerships, business trust names, reserved or registered names, and assumed business names. (2) Registration or filing of a name by the Secretary of State Business Registry office only advises the public that the name is registered to individuals or a particular entity. Registration or filing of a name does not grant exclusive rights or interests in that name. A name may be available for registration; however, someone else may hold a prior right to that name, or the name may be too similar to another, and may result in a case of legal action brought against the registrant for dilution or unfair competition of someone else's business. (3) The Secretary of State's role is ministerial. The Secretary of State does not have the power to determine or settle competing claims to a name under other statutes or under the common law. Unresolved disputes between parties regarding ownership rights to a business name should be directed to the appropriate court of jurisdiction. (4) Business entity, reserved, or registered names that become inactive through administrative or voluntary dissolution, cancellation, or failure to renew are not considered part of the active records, and inactive names will be considered available for purposes of registration. (5) Names submitted for registration must be comprised of the English letters “a” through “z,” and the Arabic and Roman numerals 0 through 9, in integers or spelled out. (6) The following special characters and punctuation marks will also be allowed in the name, however they will not, by themselves, make a name distinguishable: (a) Special Characters — asterisk (*); “at” sign (@); backslash (\); left brace ( { ); right brace ( } ); caret (^); dollar sign ($); “equal to” sign (=); “greater than” sign (>); “less than” sign (<); number sign (#); percentage sign (%); plus sign (+); tilde (~); and underscore (_). (b) Punctuation Marks — apostrophe ( ‘ ); left bracket ([ ); right bracket( ]); colon (:); comma (,); dash or hyphen (-); exclamation point (!); left parenthesis (( ); right parenthesis ( ) ); period (.); question mark (? ); single quote mark (“ ); double quote mark ( “ ” ); semicolon (;); and slash ( / ). Statutory/Other Authority: ORS 56, 58, 60, 62, 63, 65, 68, 70, 128, 183, 554 & 648 Statutes/Other Implemented: ORS 58.085, 60.094, 62.131, 63.094, 65.094, 68.735, 70.010, 128.580; 554.005 & 648.051 History: CORP 4-2006, f. & cert. ef. 6-26-06
160-010-0012 Distinguishable on Record For purposes of the reservation, registration, or use of a name under ORS Chapters 58, 60, 62, 63, 65, 67, 70, 128, 554, and 648, a name is distinguishable on the records of the Secretary of State Business Registry office from the name of any other active organized entity, and from a reserved or registered name, if: (1) Each name contains one or more different letters or numerals, or has a different sequence of letters or numerals, except that adding or deleting the letter “s” to make a word plural, singular, or possessive shall not cause a name to be distinguishable; (2) One of the key words is different; (3) The key words are the same, but they are in a different order; or (4) The key words are the same, but the spelling is creative or unusual. (5) The difference in key words is between how a number is expressed, as a numeral, Roman numeral, or word representing a numeral. Statutory/Other Authority: ORS 56, 58, 60, 62, 63, 65, 68, 70, 128, 183, 554 & 648 Statutes/Other Implemented: ORS 58.085, 60.094, 62.131, 63.094, 65.094, 68.735, 70.010, 128.580; 554.005 & 648.051 History: CORP 4-2006, f. & cert. ef. 6-26-06
160-010-0013 Not Distinguishable on Record A name is not distinguishable on the records of the Secretary of State Business Registry office from the name of any other active organized entity, or from a reserved or registered name, if the names only differ in one or more of the following ways: (1) Entity identifiers at the end of a name (2) Punctuation or special characters (3) Capitalization (4) Spacing (5) The presence or absence of an article, preposition, or conjunction, or a symbol for that word, including "a," "an," "and," "at," "by," "for," "in," "plus," "the," "to," and "with." Examples of symbols include "&," "@," and "+." (6) An "s" is added or deleted to make the word plural, singular, or possessive. Statutory/Other Authority: ORS 56, 58, 60, 62, 63, 65, 68, 70, 128, 183, 554 & 648 Statutes/Other Implemented: ORS 58.085, 60.094, 62.131, 63.094, 65.094, 68.735, 70.010, 128.580; 554.005 & 648.051 History: CORP 9-2010, f. 6-22-10, cert. ef. 7-1-10 CORP 4-2006, f. & cert. ef. 6-26-06
160-010-0014 Prohibitions (1) An entity identifier, except for “company” and abbreviations thereof, cannot be used with an assumed business name, unless all the registrants on the assumed business name are entities identified in the name. (2) The Secretary of State Business Registry office shall not approve requested names that imply in any way that the business is an agency of the state, or any of its political subdivisions, without proof of authorization to register such a name. Statutory/Other Authority: ORS 56, 58, 60, 62, 63, 65, 68, 70, 128, 183, 554 & 648 Statutes/Other Implemented: ORS 58.085, 60.094, 62.131, 63.094, 65.094, 68.735, 70.010, 128.580; 554.005 & 648.051 History: CORP 9-2010, f. 6-22-10, cert. ef. 7-1-10 CORP 4-2006, f. & cert. ef. 6-26-06
160-010-0020 Designation of Authorized Representative If the authorized representative of an assumed business name registration withdraws and the registrants fail within the time prescribed to replace the withdrawn authorized representative, the new authorized representative shall be the first listed registrant who has not resigned as authorized representative. Statutory/Other Authority: ORS 648 Statutes/Other Implemented: ORS 648.010 History: CORP 1-1993, f. 12-29-93, cert. ef. 1-1-94 Renumbered from 815-050-0070, CC 2-1988, f. 9-28-88, cert. ef. 10-3-88 CC 1-1986, f. & ef. 1-6-86 CC 8-1985(Temp), f. & ef. 9-25-85
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. Statutory/Other Authority: ORS 648.125 Statutes/Other Implemented: ORS 648.025 History: CORP 2-2012, f. & cert. ef. 3-1-12
160-010-0050 E-mail Address (1) Documents electronically delivered to the office of the Secretary of State for filing under ORS chapters 58, 60, 62, 63, 65, 67, 70, 554, 647, 648 and 649 and ORS 128.560 to 128.600 and 661.210 to 661.280 shall include an e-mail address for delivery of official notices and filing acknowledgments. (2) For the purposes of this rule, “electronically delivered” shall not include electronic facsimile transmission. Statutory/Other Authority: ORS 56.022 Statutes/Other Implemented: ORS 56.016 History: CORP 4-2012, f. & cert. ef. 6-1-12
160-010-0100 Code List for Designating Primary Business Activity (1) The Secretary of State designates the classification codes found in the current Standard Industrial Classification Manual as the codes to be used for designating primary business activity. This federal manual may be obtained at public libraries, through bookstores, or by ordering from: Standard Industrial Classification Manual, National Technical Information Service, 5285 Port Royal Rd., Springfield, VA 22161, Order No. PB 87-10012. (2) A description of the category of the primary business activity shall be sufficient for coding purposes. Statutory/Other Authority: ORS 56, 58, 60, 62, 65, 68, 70, 128, 554 & 648 Statutes/Other Implemented: ORS 58.225, 60.787, 62.453, 63.787, 65.787, 68.715, 70.460, 128.595, 554.315 & 648.010 History: CORP 1-1994, f. 12-30-94, cert. ef. 1-1-95 CORP 1-1993, f. 12-29-93, cert. ef. 1-1-94 CORP 1-1991, f. & cert. ef. 1-22-91 Renumbered from 815-050-0030, CC 2-1988, f. 9-28-88, cert. ef. 10-3-88 CC 10-1985, f. & ef. 9-25-85
160-010-0210 Definitions (1) ”Specimen” means a facsimile of a mark that is an attached drawing, photocopy, or electronic version in PDF format, for the purposes of 647.015 and 647.055. The words and design that comprise the mark must be clear and legible. (2) ”Stamped filed date” on the filed copy sent to registrant means the registration date, for purposes of 647.045(2). (3) ”Correspondent name and mailing address” means the registrant’s mailing address for purposes of 647.055. (4) ”Applicant,” after the application has been filed under 647.015, means a “registrant.” (5) “Proof of concurrent United States Patent and Trademark office registration” has the same effect as a renewal for the purposes of 647.075(2). Statutory/Other Authority: ORS 647.015 Statutes/Other Implemented: ORS 647 History: CORP 3-2009, f. 12-22-09 cert. ef. 1-1-10
160-010-0220 Application for Trade or Service Mark An application for trade or service mark may be submitted, if the Secretary of State’s systems permit, by fax, mail, electronically, and in person. The content of the application to file a trade or service mark must include: (1) Applicant name and address. The applicant can be either: (a) An individual, or (b) An entity. (2) If the applicant is an entity, the following must be included: (a) Entity type, (b) State of domicile, if the entity is a corporation, partnership, or an LLC, and (c) Names of the general partners, if the entity is a partnership. (3) Correspondent name and address for mailing notices. (4) Goods or services on or in connection with which the mark is used. (5) Mode and manner in which the mark is used on or in connection with the goods or services. (6) Class into which the goods or services fall. (7) Date mark was first used anywhere. (8) Date mark was first used by applicant or a predecessor in interest in Oregon. (9) Written description that comprises all words and designs included in the mark. (10) One specimen of the mark as actually used. (11) A statement that the applicant owns the mark, the mark is in use, and no other person has registered the mark with the federal government or in Oregon or has the right to use the mark or a mark that resembles the mark as to be likely to cause confusion or mistake or deceive when applied to the goods or services of the other person. (12) The trade or service mark application must be signed and verified by the applicant by declaration under penalties of perjury. If the applicant is an entity, the application must be signed by a member of the firm, officer of the corporation, limited liability company or association applying to register the mark, as evidenced by title. Statutory/Other Authority: ORS 647.015 Statutes/Other Implemented: ORS 647.015 History: CORP 3-2009, f. 12-22-09 cert. ef. 1-1-10
160-010-0230 Renewal of Trade/Service Mark A trade or service mark specimen cannot be altered through renewal. A new application must be filed if the design or words that comprise the trade or service mark is altered. Statutory/Other Authority: ORS 56.022 Statutes/Other Implemented: ORS 647.055 History: CORP 3-2009, f. 12-22-09 cert. ef. 1-1-10
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 dissolution. (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. Statutory/Other Authority: ORS 56.022 Statutes/Other Implemented: ORS 60.654, 63.654, 65.654, 67.665, 70.440, 128.599 & 554.307 History: CORP 2-2012, f. & cert. ef. 3-1-12 CORP 1-2009, f. & cert. ef. 9-3-09
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 1.769924554, 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 $550,000. (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 $3,550,000. (4) As required by ORS 58.187(1), the Corporation Division hereby adopts said figures. Statutory/Other Authority: ORS 58.187 Statutes/Other Implemented: ORS 58.187 History: CORP 2-2017, amend filed 12/26/2017, effective 01/01/2018 CORP 1-2012, f. & cert. ef. 3-1-12 CORP 1-2006, f. & cert. ef. 2-1-06 CORP 1-2000, f. & cert. ef. 2-1-00
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. Statutory/Other Authority: ORS 56.022 Statutes/Other Implemented: ORS 60.472, 62.607, 63.470, 67.342 & 70.505 History: CORP 2-2012, f. & cert. ef. 3-1-12
160-010-0480 Physical Street Address and Individual With Direct Knowledge (1) A corporation shall be considered in compliance with Section 10(1)(f) and Section 10(1)(g) of House Bill 2191 (2017) if the corporation: (a) Was formed on or after January 1, 2018 and has filed with the Secretary of State the information required by Section 10(1)(f) and Section 10(1)(g) of House Bill 2191 (2017) in the Articles of Incorporation; (b) Was formed prior to January 1, 2018 and has not filed with the Secretary of State on or after January 1, 2018 Amended Articles of Incorporation, Restated Articles, Articles of Conversion, or Articles of Merger; (c) Was formed prior to January 1, 2018 and provides the information required by Section 10(1)(f) and Section 10(1)(g) of House Bill 2191 (2017) when it files with the Secretary of State Amended Articles of Incorporation, Restated Articles, Articles of Conversion, or Articles of Merger; or (d) Includes the information required by Section 10(1)(f) and Section 10(1)(g) of House Bill 2191 (2017) in an Information Change Form or annual report filed with the Secretary of State. (2) A limited liability company shall be considered in compliance with Section 20(1)(h) and Section 20(1)(i) of House Bill 2191 (2017) if the limited liability company: (a) Was formed on or after January 1, 2018 and has filed with the Secretary of State the information required by Section 20(1)(h) and Section 20(1)(i) of House Bill 2191 (2017) in the Articles of Organization; (b) Was formed prior to January 1, 2018 and has not filed with the Secretary of State on or after January 1, 2018 Amended Articles of Organization, Restated Articles, Articles of Conversion, or Articles of Merger; (c) Was formed prior to January 1, 2018 and provides the information required by Section 20(1)(h) and Section 20(1)(i) of House Bill 2191 (2017) when it files with the Secretary of State Amended Articles of Organization, Restated Articles, Articles of Conversion, or Articles of Merger; or (d) Includes the information required by Section 20(1)(h) and Section 20(1)(i) of House Bill 2191 (2017) in an Information Change Form or annual report filed with the Secretary of State. Statutory/Other Authority: ORS 56.022, 60.047, and 63.047 Statutes/Other Implemented: ORS 56.022, 60.047, and 63.047 History: CORP 1-2017, adopt filed 12/26/2017, effective 01/01/2018
160-010-0500 Personal Safety Exemption The Secretary of State Corporation Division may dissolve, cancel or otherwise terminate a filing that is submitted with required information that is nondisclosable under ORS 192.368. (1) For purposes of this rule, “personal information” means a person’s home address, personal telephone number and personal electronic mail address. (2) The following information included in records filed with the Corporation Division must be available for public inspection without regard to whether it constitutes personal information: (a) The street address of a Registered Agent required to be filed under ORS 58, 60, 62, 63, 65, 67, 70, 128, and 554. (b) The address of an applicant, authorized representative, incorporator, manager, member, organizer, partner, registrant or trustee required to be filed under ORS 58, 60, 62, 63, 65, 67, 70, 128, 554, 647, and 648. (3) Pursuant to ORS 192.368, Personal Safety Exemption (PSE) requests that personal information contained in records filed with the Secretary of State Corporation Division be withheld from public disclosure will be processed in accordance with the procedures set out in OAR 137-004-0800. (4) If the PSE request accompanies the submission of the record to which it pertains, the record will be filed and will be subject to public disclosure pending the Division’s consideration of and issuance of a decision on the PSE request. If the PSE request applies to a record previously filed with the Division, the filing will remain effective and subject to public disclosure pending the Division’s consideration of and issuance of a decision on the PSE request. (5) If the Division grants a PSE request and the personal information subject to the PSE is of a type listed in paragraph (3) of this rule, the Division will include in the notice to the requestor a statement that in order for the filed record to remain valid and effective, disclosable information to substitute for the exempt personal information must be submitted to the Division within 30 days of the date of the notice. The statement will inform the requestor of the consequences of failure to provide substitute information. This statement will also be sent to the registered agent of any entity on whose behalf the filing was made if that entity might be affected by failure to provide substitute information. (6) If the Division does not receive substitute information from the requestor or from an affected entity within the time provided in paragraph (5), the Division will cancel the filing to which the PSE request applies and will commence administrative dissolution of the affected entity or take such other action as is required by law as a consequence of the invalidity of the filing. Statutory/Other Authority: ORS 56.014 & ORS 56.022 History: CORP 5-2020, minor correction filed 12/16/2020, effective 12/16/2020 CORP 2-2005, f. & cert. ef. 3-1-05
160-010-0600 Going Out of Business Notice of Intent This rule refers to a special notice filed by businesses that advertise sales or auctions held out to the public as the disposal of merchandise in anticipation of cessation of business, under Senate Bill 684 (2007). (1) The Notice of Intent will contain: (a) The name, address, and telephone number of the owner of the merchandise to be sold. (b) The signature of the owner of the merchandise. (c) The title of the signer, if owner is a legal entity. (d) The name, address and telephone number of the person who will be in charge and responsible for the conduct of the sale. (e) The descriptive name, location, and beginning and ending dates of the sale. (f) Confirmation that no person who has an ownership interest in the business or in the merchandise to be sold is subject to a court order resulting from a civil enforcement action under ORS 646.608. (2) When filing a Notice of Intent, the Secretary of State is not required to check for previous filings by the owner of the merchandise to be sold. (3) For the purposes of this section, "location" is considered to be the physical location where the merchandise is sold, including street address, city, state and zip code. Statutory/Other Authority: ORS 56.022 Statutes/Other Implemented: 2007 SB 684 History: CORP 3-2007, f. 12-14-07 cert. ef. 1-1-08
160-010-0610 Filing Format (1) The notice of intent filed with the Secretary of State shall use a format approved by the Secretary of State, Corporation Division. (2) The Corporation Division shall use an electronic method of filing the notice of intent and any amendments or cancellations thereof. Statutory/Other Authority: ORS 56.022 Statutes/Other Implemented: 2007 SB 684 History: CORP 3-2007, f. 12-14-07 cert. ef. 1-1-08
160-010-0620 Signatures (1) If the owner is a legal entity, the person signing the notice must be an officer of the entity and must identify the person's title. (2) The signatures filed in the notice of intent will be electronic signatures, as provided in ORS Ch. 84. Statutory/Other Authority: ORS 56.022 Statutes/Other Implemented: 2007 SB 684 History: CORP 3-2007, f. 12-14-07 cert. ef. 1-1-08
160-010-0630 Owner's Business Name (1) If the owner of the merchandise to be sold is a business or other legal entity, the name may, but is not required to be, registered in the Business Entity Registry of the Corporation Division. (2) The business name of the owner of the merchandise to be sold shall not be verified or validated against the records of the Corporation Division when filing notice. Statutory/Other Authority: ORS 56.022 Statutes/Other Implemented: 2007 SB 684 History: CORP 3-2007, f. 12-14-07 cert. ef. 1-1-08
160-010-0700 Oregon License Directory The maintenance and development of the Oregon License Directory are implemented by these rules (OAR 160-010-0700 – 160-010-0720), as required by Ch. 580, Oregon Laws 2013. Statutory/Other Authority: 2013 OL Ch. 580 & Sec. 1(4) Statutes/Other Implemented: 2013 OL Ch. 580 History: CORP 1-2014, f. & cert. ef. 1-3-14 CORP 3-2013, f. 12-20-13, cert. ef. 1-1-14
160-010-0701 Definitions For the purposes of OAR 160-010-0700 through 160-010-0720: (1) “Fee” means any set or variable dollar amount charged by the issuing agency. (2) “Fee-related regulations” means fees that are incurred due to requirements by the license, permit or registration provisions that are not directly charged by the issuing agency. These fees include charges associated with required insurance, performance bonds, and inspections. These fees are incurred solely to do business, and are not generally applicable, such as building permits and utility fees. (3) “Group Administrator” means a representative of the group or agency who is responsible for entering and editing that agency’s License Directory information and manages users for their group. (4) “Small Business” means a prospective, new or established business with 100 or fewer employees that is or will be located in Oregon, in accordance with ch. 580, Oregon Laws 2013, section 1. Statutory/Other Authority: 2013 OL Ch. 580 & Sec. 1(4) Statutes/Other Implemented: 2013 OL Ch. 580 History: CORP 1-2014, f. & cert. ef. 1-3-14 CORP 3-2013, f. 12-20-13, cert. ef. 1-1-14