Fill and Sign the Oregon Corporation 497323530 Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. STATE OF OREGON PROFESSIONAL CORPORATION Control Number: OR-00INC2 The contents of this package are as follows: 1. Statutory Reference 2. Introduction and Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer PROFESSIONAL CORPORATION for State-Licensed Professionals STATE OF OREGON Electronic Version Statutory Reference OREGON REVISED STATUTES, Chapter 58 (Professional Corporations) http://www.leg.state.or.us/ors/058.html Introduction and Law Summary An Oregon professional corporation organized to engage in the practice of a state-licensed profession is controlled generally by the Oregon Business Corporation Act and specifically by the Oregon Professional Corporation Act. If there is a conflict between the provisions of the Oregon Business Corporation Act and the Oregon Professional Corporation Act, the Oregon Professional Corporation Act controls. Additionally, the professional corporation is subject to the rules and regulations of the Oregon Board or regulatory/governing body for the profession. The following definitions are applicable to a professional corporation:  "License" includes a license, certificate of registration, permit or other legal authorization required by law as a condition precedent to the rendering of professional service or services within Oregon.  A "professional corporation" or "domestic professional corporation" is a corporation organized under the Oregon Professional Corporation Act for the specific purpose of rendering professional service or services and for such other purposes provided under the Oregon Professional Corporation Act.  A "professional service" is personal service or services rendered in Oregon to the public which may be lawfully rendered only pursuant to a license by a professional.  The "regulatory board" is the governmental agency of the State of Oregon required or authorized by law to license and regulate the rendering of a professional service or services for which a professional corporation is organized.  A "licensed Oregon shareholder" is a shareholder of a professional corporation who holds a license to render the specified professional services of the corporation and who practices more than incidentally in Oregon.  A "specified professional services" means, for each professional corporation, the professional service or services to be rendered through the professional corporation as specified in its articles of incorporation. Except as provided in ORS 58.037, the Oregon Professional Corporation Act does not affect the right of persons licensed to render professional service or services within Oregon from so doing in any other business form permitted them by law, rules and regulations of the regulatory board of their profession and standards of professional conduct of their profession. Except as otherwise authorized, a corporation may elect professional corporation status solely for the purpose of rendering professional service or services, including services ancillary to them, and solely within a single profession. However, a corporation may elect professional corporation status for the purpose of rendering professional service or services within two or more professions, and for the purpose of engaging in any lawful business authorized by ORS 60.074, to the extent the combination of professional purposes or of professional and business purposes is expressly authorized by the regulatory board in Oregon applicable to each profession in the combination. The corporate name of a professional corporation must comply with the rules and regulations of the regulatory board or boards or standards of professional conduct of the profession practiced through the corporation. The corporate name need not comply with ORS 60.094 (1), but must contain the words "professional corporation" or the abbreviations "P.C." or "Prof. Corp." A domestic professional corporation or a foreign professional corporation may render professional service or services in Oregon only through a person or persons who are licensed or otherwise authorized in Oregon to render such professional service or services. This restriction does not require a person employed by a professional corporation to be licensed to perform services for such corporation if a license is not otherwise required, prohibit a licensed person from rendering professional service or services in the person’s individual capacity although the person is a shareholder, director, officer, employee or agent of a domestic or foreign professional corporation, or prohibit a person licensed in another state from rendering professional service or services for a domestic or foreign professional corporation in Oregon if not prohibited by the applicable regulatory board A professional corporation may charge and collect fees for professional service or services rendered through the corporation and may compensate those who rendered the service or services. The Oregon Professional Corporation Act does not affect the law applicable to the professional relationship between a person rendering professional service or services and a person receiving the service or services, and it does not affect the standards of professional conduct of a profession. In the rendering of specified professional services on behalf of a domestic professional corporation to a person receiving the service or services, a shareholder of the corporation is personally liable as if the shareholder were rendering the service or services as an individual, only for negligent or wrongful acts or omissions or misconduct committed by the shareholder, or by a person under the direct supervision and control of the shareholder. A licensed Oregon shareholder of a domestic professional corporation is jointly and severally liable with all other licensed Oregon shareholders of the corporation only for the negligent or wrongful acts or omissions or misconduct committed in the rendering of specified professional services on behalf of the corporation to persons who were intended to benefit from the service or services. Joint and several liability shall be only for professional services rendered on behalf of the corporation that affect a claim, transaction or proceeding in Oregon. A licensed Oregon shareholder is not jointly and severally liable for the negligent or wrongful acts or omissions or misconduct committed in Oregon by an employee or shareholder who is not licensed to render the specified professional services in Oregon where the acts or omissions or misconduct are committed only incidentally in Oregon and affect only a claim, transaction or proceeding in another state. Joint and several liability for all claims made against a licensed Oregon shareholder during a calendar year shall not exceed $300,000. The total joint and several liability for a single claim made against one or more licensed Oregon shareholders of a domestic professional corporation during a calendar year cannot exceed $2 million. If the number of licensed Oregon shareholders of a domestic professional corporation multiplied by $300,000 equals an amount that is less than $2 million, the total joint and several liability for a single claim made against one or more licensed Oregon shareholders of that professional corporation during a calendar year shall not exceed an amount equal to $300,000 multiplied by the number of licensed Oregon shareholders. Joint and several liability applies only to those licensed Oregon shareholders who are shareholders at the time the negligent or wrongful acts or omissions or misconduct occurred. A professional corporation is liable for its acts in the same manner and to the same extent as any corporation organized under the Oregon Business Corporation Act. However, the shareholders, directors, officers, employees and agents of the corporation are not personally liable for the debts or other contractual obligations of the corporation, except as provided in ORS 60.151 (1). No professional corporation may do any act which is prohibited to a person licensed to render the professional service or services for which the corporation is organized. The regulatory board may suspend, revoke or refuse to issue or renew any certificate of registration for any of the following reasons:  The revocation or suspension of the license of any officer, director, shareholder or employee not promptly suspended or discharged by the corporation;  The death of the last remaining shareholder; or  Upon finding that the holder of or applicant for a certificate has failed to comply with the provisions of the Oregon Professional Corporation Act or the regulations prescribed by the regulatory board pursuant to the Oregon Professional Corporation Act. Except as otherwise provided by law, the regulatory board applicable to each professional service rendered by a professional corporation may establish rules and regulations affecting the corporation and its officers, directors and shareholders that are in addition to the provisions of the Oregon Professional Corporation Act. BEFORE YOU RESERVE A CORPORATE NAME OR FILE YOUR ARTICLES OF INCORPORATION, YOU SHOULD CONTACT THE OREGON BOARD OR OTHER GOVERNING BODY FOR YOUR PROFESSION TO ASSURE THAT YOU ARE IN COMPLIANCE WITH ALL OF THE BOARD’S RULES AND REGULATIONS, INCLUDING ANY REQUIRED CERTIFICATES, ETC. * * * Forms List The following forms are available for download with this package.  OR-00INCP: Articles of Incorporation & Credit Card Cover Sheet  OR-PC-TL: Sample Transmittal Letter  OR-PC-OM: Sample Organizational Minutes  OR-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  OR-PC-AM : Sample Annual Minutes  OR-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in the State of Oregon is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the Oregon Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rules or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc. Step 1: NAME RESERVATION? There is no longer a name reservation form in use in Oregon. We suggest you use this link to check on whether the corporate name you want to use is already in use: http://egov.sos.state.or.us/br/pkg_web_name_srch_inq.login You might also consider contacting the corporate office and asking them if your chosen name is available. Their support information, including live on-line help, email and phone, is here: http://www.filinginoregon.com/pages/support/index.html This would be the closest you could get to confirming the name you choose will not be in use by someone else. Step 2: See FORM: OR-00INCP ARTICLES OF INCORPORATION INSTRUCTIONS  This form should be typed or printed in BLACK ink.  Check the “PROFESSIONAL CORPORATION” box at the top of the page.  1) NAME - Fill in the corporate name you have reserved.  2) REGISTERED AGENT - A registered agent shall be: (a) An individual who resides in this state and whose business office is identical to the registered office; (b) A domestic corporation or nonprofit domestic corporation whose business office is identical to the registered office; or (c) A foreign corporation or nonprofit foreign corporation authorized to transact business in this state whose business office is identical to the registered office.  3) ADDRESS OF REGISTERED AGENT – This must be an Oregon street address which is identical to the registered agent’s business office and must include city, state, and zip. NO P.O. BOXES.  4) ADDRESS FOR MAILING NOTICES – Provide the address to which you want all notices sent.  5) OPTIONAL PROVISIONS – You will probably want to leave this section blank.  6) NUMBER OF SHARES – State number of shares issued. There must be at least one share.  7) In this section write “The purpose of the corporation is to engage in the practice of [ your profession ] and any other business a corporation organized to engage in the practice of [ your profession ] is allowed by law to engage in.”  8) INCORPORATORS – List the name and address of each incorporator. You only need one incorporator.  9) EXECUTION – Have the incorporator(s) print his/her name(s) and sign here.  10) CONTACT NAME/DAYTIME PHONE NUMBER – Provide a contact name for the corporation and a daytime phone number, including the area code.  The filing fee is $50.00 and can be paid by check or with VISA or MASTERCARD (use the attached Credit Card Cover Sheet if using credit). An optional $5.00 fee for a confirmation copy is recommended. Step 3: Mail the original and one copy of the ARTICLES OF INCORPORATION along with the $50.00 filing and $5.00 confirmation copy fee (make check payable to CORPORATION DIVISION) to: Secretary of State Corporation Division Public Service Building 255 Capitol St. NE, Suite 151 Salem, OR 97310-1327 A sample cover letter to send with ARTICLES OF INCORPORATION is included in this packet. See FORM: OR-PC-TL SAMPLE TRANSMITTAL LETTER Step 4: Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: OR-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: OR-PC-BL SAMPLE BY-LAWS Step 5: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 7: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: OR-PC-AM SAMPLE ANNUAL MINUTES General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, and Simple Stock Ledger & Certificate. See Supplemental Form: OR-PC-CR * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. 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