(2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, except as provided in ORS 58.225, 60.114, 60.117, 60.724 and 60.727, the Secretary of State shall return an acknowledgment of filing to the professional corporation or its representative.
(3) If the Secretary of State refuses to file a document, the Secretary of State shall return it to the professional corporation or its representative within 10 business days after the document was delivered together with a brief written explanation of the reason for the refusal.
(4) The Secretary of State’s duty to file documents under this section is ministerial and is limited in scope of review as set out by rule of the Secretary of State. The Secretary of State is not required to verify or inquire into the legality or truth of any matter included in any document delivered to the Office of Secretary of State for filing. The Secretary of State’s filing or refusing to file a document does not:
(a) Affect the validity or invalidity of the document in whole or part; or
(b) Relate to the correctness or incorrectness of information contained in the document.
(5) The Secretary of State’s refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect. [1987 c.94 §9; 1999 c.486 §4]
Structure 2021 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 058 - Professional Corporations
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 58.156 - Method by which professional corporation to render services; exceptions.
Section 58.185 - Liabilities of employees, shareholders and the corporation.
Section 58.196 - Limits on merger.
Section 58.355 - Suspension, revocation or refusal of certificate of registration.
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.