Oregon Law
Law as of Jan 1, 2026
Chapter contents
58.005Short title 58.010[Repealed by 1961 c.726 §427] 58.015Definitions 58.020[Repealed by 1961 c.726 §427] 58.025[1969 c.592 §3; 1971 c.184 §4; repealed by 1985 c.728 §110] 58.030[Repealed by 1961 c.726 §427] 58.035Application to persons licensed to render professional services 58.037Application to joint and several liability of shareholders of corporation organized under ORS chapter 60 for purpose of rendering professional services; exemption; application to architects 58.040[Repealed by 1961 c.726 §427] 58.045Application of general corporation law and merger and conversion provisions 58.048When appearance by attorney not required 58.050[Repealed by 1961 c.726 §427] 58.060[Repealed by 1961 c.726 §427] 58.070[Repealed by 1961 c.726 §427] 58.075[1969 c.592 §6; 1987 c.94 §123; repealed by 1993 c.235 §40] 58.076Purposes for which professional corporation may be organized 58.080[Repealed by 1961 c.726 §427] 58.085Who may incorporate; contents of articles of incorporation 58.087When restatement of articles of incorporation required 58.090[Repealed by 1961 c.726 §427] 58.095[1969 c.592 §8; repealed by 1993 c.235 §40] 58.100[Repealed by 1961 c.726 §427] 58.101Term of office for directors; classes 58.105[1969 c.592 §9; 1983 c.717 §20; 1985 c.764 §5; repealed by 1993 c.235 §40] 58.108[1993 c.235 §29; repealed by 1997 c.774 §31] 58.110[Repealed by 1961 c.726 §427] 58.112[1993 c.235 §34; repealed by 1997 c.774 §31] 58.115Corporate name 58.120[Repealed by 1961 c.726 §427] 58.125[1983 c.717 §§17,19; 1985 c.728 §43; 1993 c.235 §5; repealed by 1999 c.362 §67] 58.129Requirements to transact business in this state 58.130[Repealed by 1961 c.726 §427] 58.134Application for authority to transact business 58.136Amended application for authority to transact business 58.139[1987 c.94 §22; repealed by 1993 c.235 §40] 58.140[Repealed by 1961 c.726 §427] 58.141Rights and duties of foreign professional corporation and shareholders; authority to transact business 58.144[1987 c.94 §23; repealed by 1993 c.235 §40] 58.150[Repealed by 1961 c.726 §427] 58.155[1969 c.592 §10; repealed by 1993 c.235 §40] 58.156Method by which professional corporation to render services; exceptions 58.159[1993 c.235 §28; repealed by 1997 c.774 §31] 58.160[Repealed by 1961 c.726 §427] 58.165Fees collected by corporation; compensation to person rendering services 58.170[Repealed by 1961 c.726 §427] 58.175[1969 c.592 §14; repealed by 1993 c.235 §40] 58.176[1993 c.235 §32; repealed by 1997 c.774 §31] 58.180[Repealed by 1961 c.726 §427] 58.185Liabilities of employees, shareholders and the corporation 58.187Revision of limitations on liability in ORS 58.185 to reflect inflation or deflation; rules 58.190[Repealed by 1961 c.726 §427] 58.195[1969 c.592 §22; 1987 c.94 §19; repealed by 1993 c.235 §40] 58.196Limits on merger 58.200[Repealed by 1961 c.726 §427] 58.205Corporation prohibited from doing acts prohibited to professional licensee 58.210[Repealed by 1961 c.726 §427] 58.215[1969 c.592 §28; repealed by 1997 c.774 §31] 58.220[Repealed by 1961 c.726 §427] 58.225Annual reports 58.230[Repealed by 1961 c.726 §427] 58.235[1969 c.592 §29; 1983 c.717 §21; repealed by 1987 c.94 §174] 58.240[Repealed by 1961 c.726 §427] 58.250[Repealed by 1961 c.726 §427] 58.255[1969 c.592 §18; 1985 c.764 §7; 1993 c.235 §15; repealed by 1997 c.774 §31] 58.265[1969 c.592 §11; 1985 c.764 §8; 1993 c.235 §16; repealed by 1997 c.774 §31] 58.275[1969 c.592 §20; 1993 c.235 §17; repealed by 1997 c.774 §31] 58.285[1969 c.592 §21; 1993 c.235 §18; repealed by 1997 c.774 §31] 58.295[1969 c.592 §19; repealed by 1993 c.235 §40] 58.300Redemption of shares 58.325Application to professional licensing agencies 58.335Filing of documents with professional licensing agency; rules 58.345Registration and renewal with professional licensing agency; fees; rules 58.355Suspension, revocation or refusal of certificate of registration 58.365Oregon State Bar as regulating board for attorneys; appeals from Oregon State Bar to Supreme Court; rules applicable to corporations rendering legal services 58.367Authority of regulatory board to establish rules affecting professional corporation 58.369Application of chapter to practice of dentistry 58.375[1997 c.774 §17; 2007 c.557 §1; 2017 c.336 §1; 2025 c.295 §2; renumbered 58.500 in 2025] 58.376[2017 c.179 §2; 2024 c.73 §21; 2025 c.295 §3; renumbered 58.503 in 2025] 58.377[1997 c.774 §18; 2003 c.576 §317; renumbered 58.509 in 2025] 58.379[1997 c.774 §19; renumbered 58.512 in 2025] 58.381[1997 c.774 §20; renumbered 58.515 in 2025] 58.383[1997 c.774 §21; renumbered 58.518 in 2025] 58.385[1997 c.774 §22; renumbered 58.521 in 2025] 58.387[1997 c.774 §23; 2019 c.165 §31; renumbered 58.524 in 2025] 58.389[1997 c.774 §24; renumbered 58.527 in 2025] 58.400Filing requirements 58.410Filing, service, copying and certification fees 58.420Effective time and date of document 58.430Correcting filed document 58.440Forms; rules 58.450Filing duty of Secretary of State; rules 58.455Penalty for signing false document 58.460Appeal from Secretary of State’s refusal to file document 58.470Evidentiary effect of copy of filed document 58.480Certificate of existence or authorization 58.490Powers 58.500Requirements for professional corporations organized to practice medicine; application to various entities 58.503Requirements for professional corporations organized to render professional health care services 58.506Requirements for professional corporations organized for the purpose of practicing naturopathic medicine 58.509Transferee of shares; limit on time as director, officer or shareholder 58.512Powers of professional corporation organized to practice medicine 58.515Proxies 58.518Issuance, sale, transfer and redemption of shares 58.521Disqualification of physician; disposition of shares 58.524Disposition of shares of deceased shareholder 58.527Price for purchase or redemption of shares of disqualified or deceased shareholder

Chapter 58 — Professional Corporations

ORS 58.515 Proxies

(1)

A proxy to vote the shares of a professional corporation organized for the purpose of practicing medicine may be given under the following conditions:

(a)

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 state to practice medicine, or to an attorney licensed to practice law in this state or another person similarly licensed.

(b)

If the shareholder granting the proxy is not a physician licensed in this state to practice medicine, the proxy may be given only to another shareholder of the same corporation, whether or not the other shareholder is a physician licensed in this state to practice medicine, or to an attorney licensed to practice law in this state or another person similarly licensed.

(2)

No voting trust may be created to vote the shares of a professional corporation organized for the purpose of practicing medicine.

(3)

Two or more shareholders of a professional corporation organized for the purpose of practicing medicine may enter into a voting agreement provided that the voting agreement does not transfer voting rights from a shareholder who is a physician licensed in this state to practice medicine to a shareholder who is not so licensed. Notwithstanding any provision of this subsection, voting rights may be transferred to an attorney licensed to practice law in this state or another person similarly licensed.

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