justicedao/ipfs_state_laws huggingface dataset:
ORS Chapter 65 — Nonprofit Corporations

ORS 65.674. Deposit with State Treasurer. Assets of a dissolved corporation that should be transferred to a creditor, claimant or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash unless they are subject to known trust restrictions and deposited with the State Treasurer as unclaimed property under ORS 98.352. However, in the discretion of the State Treasurer, property of unusual historic or aesthetic interest may be received and held in kind. The receiver or other liquidating agent shall prepare in duplicate and under oath a statement containing the names and last-known addresses of the persons entitled to such funds. One of the statements shall be filed with the State Treasurer and another shall be delivered to the Secretary of State for filing. [1989 c.1010 146; 2019 c.678 50; 2021 c.424 27] FOREIGN CORPORATIONS (Authority to Transact Business)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.701. Authority to transact business required. (1) A foreign corporation may not transact business in this state until it has been authorized to do so by the Secretary of State. (2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section: (a) Maintaining, defending or settling any proceeding. (b) Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs. (c) Maintaining bank accounts. (d) Maintaining offices or agencies for the transfer, exchange and registration of the corporations own memberships or securities or maintaining trustees or depositaries with respect to those securities. (e) Selling through independent contractors. (f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts. (g) Creating or acquiring indebtedness, mortgages and security interests in real or personal property. (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts. (i) Owning, without more, real or personal property. (j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature. (k) Transacting business in interstate commerce. (L) Soliciting funds. (3) The list of activities in subsection (2) of this section is not exhaustive.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.704. Consequences of transacting business without authority. (1) A foreign corporation transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any court in this state until it obtains authorization from the Secretary of State to transact business in this state. (2) The successor to or assignee of a foreign corporation that transacted business in this state without authority to do so may not maintain a proceeding on its cause of action in any court in this state until the foreign corporation or its successor obtains authorization from the Secretary of State to transact business in this state. (3) A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires authorization from the Secretary of State to transact business in this state. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the authorization. (4) A foreign corporation that transacts business in this state without authority shall be liable to this state for the years or parts thereof during which it transacted business in this state without authority in an amount equal to all fees that would have been imposed by this chapter upon such corporation had it duly applied for and received authority to transact business in this state as required by this chapter and thereafter filed all reports required by this chapter. (5) Notwithstanding subsections (1) and (2) of this section, the failure of a foreign corporation to obtain authority to transact business in this state does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.707. Application for authority to transact business. (1) A foreign corporation may apply for authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth: (a) The name of the foreign corporation or, if the name the foreign corporation uses is unavailable for use in this state, a corporate name that satisfies the requirements of ORS 65.717; (b) The name of the state or country under whose law the foreign corporation is incorporated; (c) The foreign corporations registry number in the state or country under whose law the foreign corporation is incorporated; (d) The foreign corporations date of incorporation and period of duration if the period is not perpetual; (e) The address including street and number and mailing address, of the foreign corporations principal office; (f) The address, including street and number, of the foreign corporations registered office in this state and the name of the foreign corporations registered agent at the registered office; (g) The names and respective addresses of the president and secretary of the foreign corporation; (h) Whether the foreign corporation has members; and (i) Whether the foreign corporation, if the foreign corporation had been incorporated in this state, would be a public benefit corporation, mutual benefit corporation or religious corporation. (2)(a) Except as provided in paragraph (b) of this subsection, the foreign corporation shall deliver with the completed application a certificate of existence or a document of similar import, current within 60 days of delivery and authenticated by the official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated. (b) A foreign corporation need not submit a certificate of existence or document in accordance with paragraph (a) of this subsection if the official who has custody of corporate records in the state or country under whose law the foreign corporation is incorporated provides free access via the Internet to a searchable database that contains evidence of corporate registrations. (3) A foreign corporation may not be denied authority to transact business in this state by reason of the fact that the laws of the state or country under which the corporation is organized governing the corporations organization and internal affairs differ from the laws of this state.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.711. Amendment to application for authority. (1) A foreign corporation authorized to transact business in this state shall deliver an amendment to the application for authority to transact business in this state to the Secretary of State for filing if the foreign corporation changes: (a) The foreign corporations corporate name as shown on the Secretary of States records; (b) The period of the foreign corporations duration; or (c) The foreign corporations designation under ORS 65.707 as a public benefit corporation, mutual benefit corporation or religious corporation. (2) The amendment to the application for authority to transact business in this state must set forth the corporate name shown on the Secretary of States records and the new corporate name, the new period of duration or the new designation as a public benefit corporation, mutual benefit corporation or religious corporation. The corporate name as changed must satisfy the requirements of ORS 65.717.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.714. Effect of authority. (1) A foreign corporation authorized to transact business in this state has the same but no greater rights and enjoys the same but no greater privileges as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties and liabilities now or later imposed on, a domestic corporation of like character. (2) The filing by the Secretary of State of an application or amendment to the application for authority to transact business shall constitute authorization to transact business in this state, subject to the right of the Secretary of State to revoke the authorization. (3) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.717. Corporate name of foreign corporation. (1) Except as provided in subsection (2) of this section, the Secretary of State may not authorize a foreign corporation to transact business in this state unless the corporate name of the foreign corporation satisfies the requirements of ORS 65.094. (2) If a corporate name, professional corporate name, business corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered corporate name or assumed business name of active record with the Secretary of State is not distinguishable on the Secretary of States records from the corporate name of the applicant foreign corporation, the Secretary of State may not authorize the applicant to transact business in this state unless the foreign corporation states the corporate name on the application for authority to transact business in this state under ORS 65.707 as (name under which incorporated), a corporation of (place of incorporation), the entirety of which must be the real and true name of the corporation under ORS chapter 648. (3) If a foreign corporation authorized to transact business in this state changes the foreign corporations corporate name to a name that does not satisfy the requirements of ORS 65.094, the foreign corporation may not transact business in this state under the changed name until the foreign corporation adopts a name that satisfies the requirements of ORS 65.094 and delivers to the Secretary of State for filing an amendment to the application for authority under ORS 65.711.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.721. Registered office and registered agent of foreign corporation. Each foreign corporation authorized to transact business in this state shall continuously maintain in this state both: (1) A registered agent, who shall be: (a) An individual who resides in this state; (b) A corporation, domestic business corporation, domestic limited liability company or domestic professional corporation with an office in this state; or (c) A foreign nonprofit corporation, foreign business corporation, foreign limited liability company or foreign professional corporation authorized to transact business in this state with an office in this state; and (2) A registered office of the foreign corporation, which shall be the address, including street and number, of the residence or office of the registered agent.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.724. Change of registered office or registered agent of foreign corporation. (1) A foreign corporation authorized to transact business in this state may change the foreign corporations registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth: (a) The name of the foreign corporation; (b) The address, including the street and number, of the new registered office, if the foreign corporation intends to change the current registered office; (c) The name of the new registered agent and a statement that the new agent has consented to the appointment, if the foreign corporation intends to change the current registered agent; and (d) A statement that after the change or changes are made, the street addresses of the foreign corporations registered office and the office or residence address of the foreign corporations registered agent will be identical. (2) If the registered agent changes the street address of the agents office or residence, the registered agent shall change the street address of the registered office of any foreign corporation for which the agent is the registered agent by notifying the foreign corporation in writing of the change and signing, either manually or in facsimile, and delivering to the Secretary of State for filing a statement of change that complies with the requirements of subsection (1) of this section and recites that the foreign corporation has been notified of the change. (3) The Secretary of States filing the statement under this section terminates the existing registered office or agent, or both, on the effective date of the filing and establishes the newly appointed registered office or agent, or both, as that of the foreign corporation.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.727. Resignation of registered agent of foreign corporation. (1) The registered agent of a foreign corporation may resign as agent by delivering a signed statement of resignation to the Secretary of State and giving notice in the form of a copy of the statement to the foreign corporation for filing. The statement of resignation may include a statement that the registered office is also discontinued. (2) Upon receipt of the signed statement in proper form, the Secretary of State shall file the resignation statement. The copy of the statement given to the foreign corporation under subsection (1) of this section must be addressed to the foreign corporation at the foreign corporations mailing address or the foreign corporations principal office as shown on the records of the Secretary of State. (3) The agency appointment is terminated, and the registered office discontinued if so provided in the signed statement under subsection (1) of this section on the 31st day after the date on which the Secretary of State filed the statement unless the foreign corporation sooner appoints a successor registered agent as provided in ORS 65.724, thereby terminating the capacity of the prior agent.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.731. Service on foreign corporation. The provisions of ORS 60.731, relating to service on foreign corporations, shall apply to foreign nonprofit corporations, except that for the purpose of this section the reference therein to this chapter means ORS chapter 65. [1989 c.1010 156] (Withdrawal)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.734. Withdrawal of foreign corporation. (1) A foreign corporation authorized to transact business in this state may apply to the Secretary of State to withdraw from this state. The application must set forth: (a) The name of the foreign corporation and the name of the state or country under whose law the foreign corporation is incorporated; (b) That the foreign corporation is not transacting business in this state and that the foreign corporation surrenders the foreign corporations authority to transact business in this state; (c) That the foreign corporation revokes the authority of the foreign corporations registered agent to accept service on the foreign corporations behalf and appoints the Secretary of State as the foreign corporations agent for service of process in any proceeding based on a cause of action arising during the time the foreign corporation was authorized to transact business in this state; (d) A mailing address to which the person initiating any proceedings may mail to the foreign corporation a copy of any process served on the Secretary of State under paragraph (c) of this subsection; and (e) A commitment to notify the Secretary of State for a period of five years from the date of withdrawal of any change in the mailing address. (2) After the Secretary of State files the application to withdraw, the authority of the foreign corporation to transact business in this state ceases. [1989 c.1010 157; 2019 c.174 104] (Administrative Revocation of Authority)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.737. Grounds for administrative revocation. The Secretary of State may commence a proceeding under ORS 65.741 to revoke the authority of a foreign corporation to transact business in this state if: (1) The foreign corporation does not deliver its annual report to the Secretary of State within the time prescribed by this chapter; (2) The foreign corporation does not pay within the time prescribed by this chapter any fees imposed by this chapter; (3) The foreign corporation has failed to appoint or maintain a registered agent or registered office in this state as prescribed by this chapter; (4) The foreign corporation does not inform the Secretary of State under ORS 65.724 or 65.727 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued; or (5) The Secretary of State receives a duly authenticated certificate from the official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that the foreign corporation has been dissolved or disappeared as the result of a merger.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.741. Procedure for and effect of administrative revocation. (1) If the Secretary of State determines that one or more grounds exist under ORS 65.737 for revocation of authority of a foreign corporation to transact business in this state, the Secretary of State shall give the foreign corporation written notice of that determination. (2) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State, within 45 days after notice is given, that each ground for revocation determined by the Secretary of State does not exist, the Secretary of State shall administratively revoke the foreign corporations authority, and in the case of a foreign corporation that would have been a public benefit corporation had it been incorporated in this state, shall notify the Attorney General in writing. (3) The authority of a foreign corporation to transact business in this state ceases as of the date of revocation of its authority to transact business in this state. (4) The Secretary of States revocation of a foreign corporations authority to transact business in this state appoints the Secretary of State the foreign corporations agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. (5) Revocation of a foreign corporations authority to transact business in this state terminates the authority of the registered agent of the corporation.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.744. Appeal from administrative revocation. In addition to any other legal remedy which may be available, a foreign corporation shall have the right to appeal the Secretary of States revocation of its authority to transact business in this state pursuant to the provisions of ORS chapter 183. Such revocation shall be reviewable pursuant to ORS 183.484 and shall not constitute a contested case order.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.747. Reinstatement following administrative revocation. (1) A foreign corporation which has had its authority revoked under ORS 65.737 may apply to the Secretary of State for reinstatement within five years from the date of revocation. The application shall: (a) State the name of the corporation and the effective date its authority was revoked; and (b) State that the ground or grounds for revocation of authority either did not exist or have been eliminated. (2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section, that the information is correct and that the corporations name satisfies the requirements of ORS
ORS Chapter 65 — Nonprofit Corporations

ORS 65.754. Procedure for judicial revocation of authority. (1) Venue for a proceeding by the Attorney General to revoke a foreign corporations authority lies in Marion County. Venue for a proceeding brought by any other person named in ORS 65.751 lies in the county where a corporations principal Oregon office is located or where its registered office is or was last located. (2) It is not necessary to make directors or members parties to a proceeding to revoke the authority of a corporation. (3) A court in a proceeding brought to revoke a corporations authority may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets located in Oregon and carry on the corporations Oregon activities until a full hearing can be held. (4) A person other than the Attorney General who brings a revocation proceeding for a foreign corporation that would have been a public benefit or religious corporation had it been incorporated in this state, shall forthwith give written notice of the proceeding to the Attorney General who may intervene.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.757. Judgment of revocation. (1) If after a hearing a court determines that one or more grounds for judicial revocation of authority described in ORS 65.751 exists, the court may enter a judgment revoking a foreign corporations authority to transact business in Oregon and specifying the effective date of the revocation. The clerk of the court shall deliver a certified copy of the judgment to the Secretary of State for filing. (2) The authority of a foreign corporation to transact business in Oregon ceases as of the date of the judgment of revocation. (3) The judgment of revocation of a foreign corporations authority to transact business in this state appoints the Secretary of State the foreign corporations agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. (4) Revocation of a foreign corporations authority to transact business in this state terminates the authority of the foreign corporations registered agent. [1989 c.1010 163; 2003 c.576 330; 2019 c.174 106] RECORDS AND REPORTS (Records)