58.005 Short title
This chapter shall be known and may be cited as the “Oregon Professional Corporation Act.”
Oregon Revised Statutes
Chapter 58 — Professional Corporations
106 sections58.010 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.015 Definitions
As used in this chapter, unless the context requires otherwise: “Foreign professional corporation” means a professional corporation organized under laws other than the laws of this state. “License” includes a license, certificate of registration, permit or other legal authorization required by law as a condition precedent to the rendering of professional s…
58.020 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.025 [1969 c.592 §3; 1971 c.184 §4; repealed by 1985 c.728 §110]repealed
No operative statutory text appears at this designation in the selected edition.
58.030 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.035 Application to persons licensed to render professional services
Except as provided in ORS 58.037, this chapter does not affect the right of persons licensed to render professional service or services within this state 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.
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
Notwithstanding any provision of ORS chapter 60 or ORS 58.035, this chapter shall apply to a corporation, and to the joint and several liability of the shareholders of a corporation, organized by a professional under ORS chapter 60 for the purpose of rendering professional service or services unless, prior to December 1, 1992: The professional’s regulating …
58.040 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.045 Application of general corporation law and merger and conversion provisions
The Oregon Business Corporation Act is applicable to domestic and foreign professional corporations except when inconsistent with this chapter. This chapter takes precedence in the event of any conflict with provisions of the Oregon Business Corporation Act. Subject to the limitations of ORS 58.196, all provisions of the Oregon Business Corporation Act gove…
58.048 When appearance by attorney not required
The provisions of ORS 9.320 requiring that a party that is not a natural person appear by attorney in all cases do not apply to a professional corporation incorporated under this chapter or authorized to render professional service or services in this state where the professional corporation is appearing before state administrative agencies.
58.050 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.060 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.070 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.075 [1969 c.592 §6; 1987 c.94 §123; repealed by 1993 c.235 §40]repealed
No operative statutory text appears at this designation in the selected edition.
58.076 Purposes for which professional corporation may be organized
Except to the extent authorized by subsection (2) of this section, a corporation may elect professional corporation status under ORS 58.085 solely for the purpose of rendering professional service or services, including services ancillary to them, and solely within a single profession. A corporation may elect professional corporation status under ORS 58.085…
58.080 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.085 Who may incorporate; contents of articles of incorporation
One or more natural persons may act as incorporators of a professional corporation by delivering articles of incorporation to the Office of Secretary of State for filing. The articles of incorporation shall meet the requirements of the Oregon Business Corporation Act and, in addition, shall set forth: The professional service or services to be rendered thro…
58.087 When restatement of articles of incorporation required
A professional corporation shall restate its articles of incorporation under ORS 60.451 and shall comply with ORS 58.085 anytime the professional service or services to be rendered by the professional corporation are changed or as may be required by law.
58.090 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.095 [1969 c.592 §8; repealed by 1993 c.235 §40]repealed
No operative statutory text appears at this designation in the selected edition.
58.100 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.101 Term of office for directors; classes
Notwithstanding ORS 60.314, the articles of incorporation or bylaws of a professional corporation may specify any length for the term of office of director. If the articles of incorporation or bylaws specify a length for the term of office of director other than that provided in ORS 60.314, the bylaws may divide the directors into classes and may assign to …
58.105 [1969 c.592 §9; 1983 c.717 §20; 1985 c.764 §5; repealed by 1993 c.235 §40]repealed
No operative statutory text appears at this designation in the selected edition.
58.108 [1993 c.235 §29; repealed by 1997 c.774 §31]repealed
No operative statutory text appears at this designation in the selected edition.
58.110 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.112 [1993 c.235 §34; repealed by 1997 c.774 §31]repealed
No operative statutory text appears at this designation in the selected edition.
58.115 Corporate name
The corporate name of a professional corporation shall 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 shall contain the words “professional corporation” or the abbreviations “P.C.” or “…
58.120 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.125 [1983 c.717 §§17,19; 1985 c.728 §43; 1993 c.235 §5; repealed by 1999 c.362 §67]repealed
No operative statutory text appears at this designation in the selected edition.
58.129 Requirements to transact business in this state
A foreign professional corporation may render professional service or services in this state only after the foreign professional corporation obtains: Approval from the regulatory board of each professional service which will be rendered in this state before offering or rendering the service in this state; and Authorization to transact business in this stat…
58.130 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.134 Application for authority to transact business
A foreign professional corporation may apply for authority to transact business in this state by delivering an application to the Office of Secretary of State for filing. The application must meet the requirements of ORS 60.707, and, in addition, shall set forth: The professional service or services to be rendered in this state through the foreign professio…
58.136 Amended application for authority to transact business
A foreign professional corporation shall file an amended application with the Office of Secretary of State anytime there is a change in the professional service or services to be rendered by the foreign professional corporation or in the business purpose as specified in the application under ORS 58.134, or as otherwise required by law.
58.139 [1987 c.94 §22; repealed by 1993 c.235 §40]repealed
No operative statutory text appears at this designation in the selected edition.
58.140 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.141 Rights and duties of foreign professional corporation and shareholders; authority to transact business
A foreign professional corporation authorized to transact business in this state has the same but no greater rights and the same but no greater privileges as a domestic professional corporation and, except as otherwise provided in this chapter, is subject to the same duties, restrictions, penalties and liabilities imposed on a domestic professional corporati…
58.144 [1987 c.94 §23; repealed by 1993 c.235 §40]repealed
No operative statutory text appears at this designation in the selected edition.
58.150 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.155 [1969 c.592 §10; repealed by 1993 c.235 §40]repealed
No operative statutory text appears at this designation in the selected edition.
58.156 Method by which professional corporation to render services; exceptions
A domestic professional corporation or a foreign professional corporation may render professional service or services in this state only through a person or persons who are licensed or otherwise authorized in this state to render such professional service or services. Subsection (1) of this section does not: Require a person employed by a professional corp…
58.159 [1993 c.235 §28; repealed by 1997 c.774 §31]repealed
No operative statutory text appears at this designation in the selected edition.
58.160 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.165 Fees collected by corporation; compensation to person rendering services
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.
58.170 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.175 [1969 c.592 §14; repealed by 1993 c.235 §40]repealed
No operative statutory text appears at this designation in the selected edition.
58.176 [1993 c.235 §32; repealed by 1997 c.774 §31]repealed
No operative statutory text appears at this designation in the selected edition.
58.180 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.185 Liabilities of employees, shareholders and the corporation
As used in this section: “Licensed Oregon shareholder” means 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 this state. “Specified professional services” means, for each professional corporation, the professional service or services…
58.187 Revision of limitations on liability in ORS 58.185 to reflect inflation or deflation; rules
For the purpose of revising the amounts of the limitation on joint and several liability described in ORS 58.185 (5) and (8) to reflect the effects of inflation or deflation, the Secretary of State shall multiply the amounts under ORS 58.185 (5) and (8) by the inflation factor described in this section every six years. The six-year cycle shall begin January …
58.190 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.195 [1969 c.592 §22; 1987 c.94 §19; repealed by 1993 c.235 §40]repealed
No operative statutory text appears at this designation in the selected edition.
58.196 Limits on merger
A domestic professional corporation may merge with one or more domestic professional corporations if the professional corporations are organized to render the same professional service or services. Foreign professional corporations and domestic professional corporations that are organized to render the same professional service or services may merge unless …
58.200 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.205 Corporation prohibited from doing acts prohibited to professional licensee
No domestic or foreign 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.
58.210 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.215 [1969 c.592 §28; repealed by 1997 c.774 §31]repealed
No operative statutory text appears at this designation in the selected edition.
58.220 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.225 Annual reports
The annual report of a domestic or foreign professional corporation shall meet the requirements of the Oregon Business Corporation Act.
58.230 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.235 [1969 c.592 §29; 1983 c.717 §21; repealed by 1987 c.94 §174]repealed
No operative statutory text appears at this designation in the selected edition.
58.240 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.250 [Repealed by 1961 c.726 §427]repealed
No operative statutory text appears at this designation in the selected edition.
58.255 [1969 c.592 §18; 1985 c.764 §7; 1993 c.235 §15; repealed by 1997 c.774 §31]repealed
No operative statutory text appears at this designation in the selected edition.
58.265 [1969 c.592 §11; 1985 c.764 §8; 1993 c.235 §16; repealed by 1997 c.774 §31]repealed
No operative statutory text appears at this designation in the selected edition.
58.275 [1969 c.592 §20; 1993 c.235 §17; repealed by 1997 c.774 §31]repealed
No operative statutory text appears at this designation in the selected edition.
58.285 [1969 c.592 §21; 1993 c.235 §18; repealed by 1997 c.774 §31]repealed
No operative statutory text appears at this designation in the selected edition.
58.295 [1969 c.592 §19; repealed by 1993 c.235 §40]repealed
No operative statutory text appears at this designation in the selected edition.
58.300 Redemption of shares
A professional corporation may redeem shares of the corporation notwithstanding the provisions of ORS 60.181. RELATIONSHIP OF CORPORATION TO PROFESSIONAL LICENSING AGENCIES
58.325 Application to professional licensing agencies
This chapter does not restrict or limit in any manner the duties and powers of any regulatory board relating to licensing individuals rendering professional service or services or to regulating the rendering of professional service or services.
58.335 Filing of documents with professional licensing agency; rules
The regulatory board, by rule or regulation, may require that a professional corporation file with the board any documents the board requires to carry out its duties.
58.345 Registration and renewal with professional licensing agency; fees; rules
The regulatory board by rule or regulation may require that professional corporations register with it and may establish a fee, with the approval of the Oregon Department of Administrative Services, for the registration and renewal thereof.
58.355 Suspension, revocation or refusal of certificate of registration
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 h…
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
For the purpose of this chapter the regulatory board for attorneys shall be the Board of Governors of the Oregon State Bar. Appeal under ORS 58.355 from determinations of the Board of Governors of the Oregon State Bar shall be directly to the Supreme Court of the State of Oregon, and the procedure for appeal to the Supreme Court shall be the same as procedu…
58.367 Authority of regulatory board to establish rules affecting professional corporation
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 this chapter.
58.369 Application of chapter to practice of dentistry
Nothing in this chapter is intended to supersede the provisions of ORS 679.020.
58.375 [1997 c.774 §17; 2007 c.557 §1; 2017 c.336 §1; 2025 c.295 §2; renumbered 58.500 in 2025]renumbered
No operative statutory text appears at this designation in the selected edition.
58.376 [2017 c.179 §2; 2024 c.73 §21; 2025 c.295 §3; renumbered 58.503 in 2025]renumbered
No operative statutory text appears at this designation in the selected edition.
58.377 [1997 c.774 §18; 2003 c.576 §317; renumbered 58.509 in 2025]renumbered
No operative statutory text appears at this designation in the selected edition.
58.379 [1997 c.774 §19; renumbered 58.512 in 2025]renumbered
No operative statutory text appears at this designation in the selected edition.
58.381 [1997 c.774 §20; renumbered 58.515 in 2025]renumbered
No operative statutory text appears at this designation in the selected edition.
58.383 [1997 c.774 §21; renumbered 58.518 in 2025]renumbered
No operative statutory text appears at this designation in the selected edition.
58.385 [1997 c.774 §22; renumbered 58.521 in 2025]renumbered
No operative statutory text appears at this designation in the selected edition.
58.387 [1997 c.774 §23; 2019 c.165 §31; renumbered 58.524 in 2025]renumbered
No operative statutory text appears at this designation in the selected edition.
58.389 [1997 c.774 §24; renumbered 58.527 in 2025]renumbered
No operative statutory text appears at this designation in the selected edition.
58.400 Filing requirements
For the Secretary of State to file a document under this chapter, the document must: Satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section. Be a type of document that this chapter or another law requires or permits a person to file with the Secretar…
58.410 Filing, service, copying and certification fees
The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 for copying any public record under this chapter, certifying the copy or certifying to other facts of record unde…
58.420 Effective time and date of document
Except as provided in subsection (2) of this section and ORS 58.430, a document accepted for filing is effective on the date it is filed by the Secretary of State and at the time, if any, specified in the document as its effective time. If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. …
58.430 Correcting filed document
A domestic or foreign professional corporation may correct a document filed by the Secretary of State, other than an annual report, if the document contains an incorrect statement or was defectively executed, attested, sealed, verified or acknowledged. A domestic or foreign professional corporation shall correct a document by delivering articles of correcti…
58.440 Forms; rules
Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed by this chapter. The Secretary of State may by rule require the use of the forms.
58.450 Filing duty of Secretary of State; rules
If a document delivered to the Office of Secretary of State for filing satisfies the requirements of ORS 58.400, the Secretary of State shall file it. 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…
58.455 Penalty for signing false document
A person commits the crime of signing a false document for filing if the person: Knows the document is false in any material respect; and Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this chapter. Signing a false document for filing is a Class A misdemeanor.
58.460 Appeal from Secretary of State’s refusal to file document
If the Secretary of State refuses to file a document delivered to the Office of Secretary of State for filing, the domestic or foreign professional corporation, in addition to any other legal remedy that may be available, shall have the right to appeal from such order pursuant to the provisions of ORS 183.480.
58.470 Evidentiary effect of copy of filed document
A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State’s signature, which may be in facsimile, is conclusive evidence that the original document, or a facsimile thereof, is on file with the Office of Secretary of State. The provisions of ORS 56.110 apply to all documents filed pursuant to this chapter.
58.480 Certificate of existence or authorization
Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic professional corporation or a certificate of authorization for a foreign professional corporation. A certificate of existence or authorization when issued means that: The domestic professional corporation’s corporate name or the foreign professional corporation’…
58.490 Powers
The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter. PRACTICING MEDICINE AND RENDERING HEALTH CARE SERVICES
58.500 Requirements for professional corporations organized to practice medicine; application to various entities
As used in this section, “professional corporation” means a professional corporation organized for the purpose of practicing medicine. In a professional corporation: Physicians who are licensed in this state to practice medicine must hold the majority of each class of shares that are entitled to vote. Physicians who are licensed in this state to practice …
58.503 Requirements for professional corporations organized to render professional health care services
As used in this section: “Licensee” means an individual who has a license as a physician or a license as a physician associate from the Oregon Medical Board or who has a license as a nurse practitioner from the Oregon State Board of Nursing. “Professional corporation” means a professional corporation that is organized for the purpose of enabling physicians…
58.506 Requirements for professional corporations organized for the purpose of practicing naturopathic medicine
As used in this section: “Naturopathic medicine” has the meaning given that term in ORS 685.010. “Naturopathic physician” has the meaning given that term in ORS 685.010. “Professional corporation” means a professional corporation organized for the purpose of practicing naturopathic medicine or a foreign professional corporation with authority to transact …
58.509 Transferee of shares; limit on time as director, officer or shareholder
If all of the outstanding shares of a professional corporation organized for the purpose of practicing medicine are held by an administrator, executor, personal representative, guardian, conservator or receiver of the estate of a former shareholder, or by a transferee who receives such shares by operation of law or by a judgment, such administrator, executor…
58.512 Powers of professional corporation organized to practice medicine
A professional corporation organized for the purpose of practicing medicine has the powers enumerated in ORS 60.077 and 60.081, except as provided otherwise by the Oregon Medical Board.
58.515 Proxies
A proxy to vote the shares of a professional corporation organized for the purpose of practicing medicine may be given under the following conditions: If the shareholder granting the proxy is a physician licensed in this state to practice medicine, the proxy may be given only to a shareholder of the same corporation who is also a physician licensed in this …
58.518 Issuance, sale, transfer and redemption of shares
A shareholder of a professional corporation organized for the purpose of practicing medicine may sell or transfer shares only in a manner that leaves the corporation in compliance with this chapter. Subject to subsection (1) of this section, the articles of incorporation, bylaws or agreements among shareholders of a professional corporation organized for th…
58.521 Disqualification of physician; disposition of shares
If a physician practicing medicine on behalf of a professional corporation is disqualified from practicing medicine for more than six months or assumes a public office, the duties of which prohibit practicing medicine for more than six months under the rules of the Oregon Medical Board or other law, the professional corporation shall have the right to redeem…
58.524 Disposition of shares of deceased shareholder
A professional corporation organized for the purpose of practicing medicine and its shareholders may provide for the disposition of a deceased shareholder’s shares in the articles of incorporation, in the bylaws, by agreement between the corporation and its shareholders or by agreement among the shareholders. If there is no such provision, the shares shall f…
58.527 Price for purchase or redemption of shares of disqualified or deceased shareholder
If the articles of incorporation or bylaws of a professional corporation organized for the purpose of practicing medicine do not provide a price or method of determining a price at which the corporation may purchase or redeem the shares, or at which its shareholders may purchase the shares, of a legally disqualified or deceased shareholder, and the corporati…