2021 Oregon Revised Statutes
Chapter 058 - Professional Corporations
Section 58.375 - Requirements for professional corporations organized to practice medicine; application to various entities.


(a) Physicians who are licensed in this state to practice medicine must hold the majority of each class of shares that are entitled to vote.
(b) Physicians who are licensed in this state to practice medicine must be a majority of the directors.
(c) All officers except the secretary and treasurer, if any, must be physicians who are licensed in this state to practice medicine. The same person may hold any two or more offices.
(d) Except as otherwise provided by law, the Oregon Medical Board may expressly require that physicians who are licensed in this state to practice medicine hold more than a majority of each class of shares that is entitled to vote.
(e) Except as otherwise provided by law, the Oregon Medical Board may expressly require that physicians who are licensed in this state to practice medicine be more than a majority of the directors.
(2) A professional corporation may be a shareholder of a professional corporation organized for the purpose of practicing medicine solely for the purpose of effecting a reorganization as defined in the Internal Revenue Code.
(3)(a) The provisions of subsections (1) and (2) of this section do not apply to:
(A) A nonprofit corporation that is organized under Oregon law to provide medical services to migrant, rural, homeless or other medically underserved populations under 42 U.S.C. 254b or 254c, as in effect on January 1, 2018;
(B) A health center that is qualified under 42 U.S.C. 1396d(1)(2)(B), as in effect on January 1, 2018, that operates in compliance with other applicable state or federal law; or
(C) Except as provided in paragraph (b) of this subsection, a for-profit or nonprofit business entity that is incorporated or organized under the laws of this state, that provides the entirety of the business entity’s medical services through one or more rural health clinics, as defined in 42 U.S.C. 1395x, as in effect on January 1, 2018, and that operates in compliance with state and federal laws that apply to rural health clinics.
(b) A business entity is exempt under this subsection for a period of up to one year after the business entity establishes a rural health clinic, even though the rural health clinic that the business entity establishes does not meet all of the elements of the definition set forth in 42 U.S.C. 1395x, as in effect on January 1, 2018, if during the one-year period an applicable certification for the rural health clinic is pending. [1997 c.774 §17; 2007 c.557 §1; 2017 c.336 §1]

Structure 2021 Oregon Revised Statutes

2021 Oregon Revised Statutes

Volume : 02 - Business Organizations, Commercial Code

Chapter 058 - Professional Corporations

Section 58.015 - Definitions.

Section 58.037 - Application to joint and several liability of shareholders of corporation organized under ORS chapter 60 for purpose of rendering professional services; exemption; application to architects.

Section 58.045 - Application of general corporation law and merger and conversion provisions.

Section 58.076 - Purposes for which professional corporation may be organized.

Section 58.085 - Who may incorporate; contents of articles of incorporation.

Section 58.101 - Term of office for directors; classes.

Section 58.129 - Requirements to transact business in this state.

Section 58.134 - Application for authority to transact business.

Section 58.141 - Rights and duties of foreign professional corporation and shareholders; authority to transact business.

Section 58.156 - Method by which professional corporation to render services; exceptions.

Section 58.185 - Liabilities of employees, shareholders and the corporation.

Section 58.187 - Revision of limitations on liability in ORS 58.185 to reflect inflation or deflation; rules.

Section 58.196 - Limits on merger.

Section 58.355 - Suspension, revocation or refusal of certificate of registration.

Section 58.365 - Oregon State Bar as regulating board for attorneys; appeals from Oregon State Bar to Supreme Court; rules applicable to corporations rendering legal services.

Section 58.375 - Requirements for professional corporations organized to practice medicine; application to various entities.

Section 58.376 - Requirements for professional corporations organized to render professional health care services.

Section 58.381 - Proxies.

Section 58.383 - Issuance, sale, transfer and redemption of shares.

Section 58.385 - Disqualification of physician; disposition of shares.

Section 58.387 - Disposition of shares of deceased shareholder.

Section 58.400 - Filing requirements.

Section 58.420 - Effective time and date of document.

Section 58.430 - Correcting filed document.

Section 58.450 - Filing duty of Secretary of State; rules.

Section 58.455 - Penalty for signing false document.

Section 58.470 - Evidentiary effect of copy of filed document.

Section 58.480 - Certificate of existence or authorization.