APPLICATION FOR AUTHORITY TO TRANSACT BUSINESS IN THE STATE OF OREGON
(Foreign Qualification Application — Oregon Business Corporation Act)
[// GUIDANCE: This template is intended for use by a foreign (out-of-state) business corporation seeking authority to transact business in Oregon under the Oregon Business Corporation Act (“OBCA,” ORS Chapter 60). Replace all bracketed placeholders, prepare all required attachments (e.g., Certificate of Existence), and confirm latest filing fees and e-filing procedures with the Oregon Secretary of State, Corporation Division.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions (Application Detail)
- Representations & Warranties
- Covenants & Ongoing Obligations
- Default & Administrative Remedies
- General Provisions
- Execution Block
1. DOCUMENT HEADER
Application for Authority to Transact Business in Oregon
This Application (“Application”) is submitted by [LEGAL NAME OF CORPORATION], a corporation organized under the laws of [HOME STATE/JURISDICTION] (the “Corporation”), pursuant to the Oregon Business Corporation Act, ORS Chapter 60 (the “Act”).
Effective Date: The effective date of authority requested is (check one):
☐ Upon filing by the Oregon Secretary of State (“Secretary”).
☐ The following delayed effective date (not more than 90 days after filing): [DELAYED DATE].
2. DEFINITIONS
For purposes of this Application, the following capitalized terms have the meanings set forth below:
“Act” means the Oregon Business Corporation Act as codified in ORS Chapter 60, as amended.
“Application” means this Application for Authority to Transact Business in Oregon.
“Certificate of Existence” means a certificate, issued no more than 60 days prior to the date of this Application by the filing office of the Corporation’s jurisdiction of incorporation, attesting to the Corporation’s existence and good standing.
“Registered Agent” means the individual or entity appointed in Section 3.6 to receive service of process in Oregon.
“Secretary” means the Oregon Secretary of State, Corporation Division.
[// GUIDANCE: Add additional defined terms as needed for specialized filings (e.g., “Professional Services,” “Public Benefit,” etc.).]
3. OPERATIVE PROVISIONS (APPLICATION DETAIL)
3.1 Corporate Name
The exact corporate name under which the Corporation was incorporated is [NAME AS SET FORTH IN CHARTER].
3.2 Alternate Name in Oregon (if required)
☐ Not applicable – name is available in Oregon.
☐ The Corporation will transact business in Oregon under the assumed business name [ASSUMED NAME] because its true name is unavailable under ORS 60.704.
3.3 Jurisdiction and Date of Incorporation
State/Country of Incorporation: [HOME STATE]
Date of Incorporation: [MM/DD/YYYY]
Duration: ☐ Perpetual ☐ Expires on [DATE]
3.4 Principal Office
Street Address: [STREET, CITY, STATE, ZIP, COUNTRY]
Mailing Address (if different): [MAILING ADDRESS]
3.5 Nature of Business
The purpose or character of the business to be conducted in Oregon is [DESCRIBE PURPOSE].
[// GUIDANCE: Provide a succinct, lawful purpose statement consistent with the corporation’s charter and applicable licensing requirements.]
3.6 Registered Agent and Registered Office in Oregon
Name of Registered Agent: [NAME]
Physical Street Address (no P.O. box): [STREET, CITY, OR 97___]
Mailing Address (if different): [MAILING ADDRESS]
3.7 Authorized Shares
Total number of authorized shares: [#]
Classes/Series and par value (if any): [DETAIL]
[// GUIDANCE: If the corporation is nonprofit or non-stock, state “No authorized capital stock – nonprofit corporation.”]
3.8 Officers and Directors
Provide names and business addresses of the Corporation’s current officers and directors:
| Title | Name | Business Address |
|---|---|---|
| President | [NAME] | [ADDRESS] |
| Secretary | [NAME] | [ADDRESS] |
| Director | [NAME] | [ADDRESS] |
| … | … | … |
3.9 Appointment of Secretary as Statutory Agent
Pursuant to ORS 60.717(2), the Corporation irrevocably appoints the Secretary as its agent for service of process if its Registered Agent cannot with reasonable diligence be served.
3.10 Attachments
- Certificate of Existence (Good Standing) – Attached as Exhibit A.
- Consent to Appointment by Registered Agent – Attached as Exhibit B.
- Additional pages (if any) – Exhibit C.
4. REPRESENTATIONS & WARRANTIES
The Corporation represents and warrants to the Secretary and the State of Oregon that:
4.1 Existence & Good Standing. The Corporation is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation.
4.2 Accuracy. All information contained in this Application and in all attachments is true, correct, and complete as of the date set forth beneath the Corporation’s signature.
4.3 Authority. The individual executing this Application is duly authorized to sign and file this Application on behalf of the Corporation.
4.4 No Conflict. The filing and anticipated issuance of authority will not violate the Corporation’s charter documents or the laws of its jurisdiction of incorporation.
Survival. The representations and warranties contained in this Article 4 shall survive issuance of authority and remain in effect for so long as the Corporation is authorized to transact business in Oregon.
5. COVENANTS & ONGOING OBLIGATIONS
The Corporation covenants that, upon issuance of authority:
5.1 Annual Reports. It will file timely annual reports and pay all related fees as required by the Act (currently ORS 60.787).
5.2 Registered Agent. It will continuously maintain a Registered Agent and Registered Office in Oregon and promptly file any changes thereto.
5.3 Amendments. It will file an amended application whenever the information contained herein changes, in accordance with ORS 60.711.
5.4 Taxes & Licenses. It will satisfy all Oregon tax, licensing, and regulatory obligations applicable to its business activities.
5.5 Withdrawal. Prior to ceasing business in Oregon, it will duly apply for withdrawal pursuant to ORS 60.731 and wind up any outstanding liabilities.
5.6 Compliance. It will comply with all other provisions of the Act and applicable Oregon laws.
6. DEFAULT & ADMINISTRATIVE REMEDIES
6.1 Events of Non-Compliance. The following constitute “Events of Non-Compliance”:
a. Failure to maintain a Registered Agent in Oregon.
b. Failure to file any required annual report within the statutory period.
c. Failure to pay required fees or penalties.
d. Any other ground for administrative revocation under ORS 60.744.
6.2 Notice & Cure. Upon an Event of Non-Compliance, the Secretary may deliver written notice pursuant to ORS 60.744(2). The Corporation shall have the statutory cure period (currently 45 days) to remedy the deficiency.
6.3 Administrative Revocation. If the Corporation fails to cure within the statutory period, its authority to transact business in Oregon may be administratively revoked.
6.4 Reinstatement. Following revocation, the Corporation may apply for reinstatement in accordance with ORS 60.744(4)–(6), subject to payment of all fees, penalties, and filing of delinquent reports.
[// GUIDANCE: Practitioners should discuss additional contractual remedies (e.g., indemnification) in separate agreements; they are not typically included in a statutory filing.]
7. GENERAL PROVISIONS
7.1 Governing Law. This Application and all rights granted hereunder are governed by the laws of the State of Oregon without regard to its conflicts-of-laws rules.
7.2 Severability. If any provision of this Application is determined to be invalid under applicable law, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.
7.3 Entire Filing. This Application, together with all required exhibits and future amendments, constitutes the Corporation’s entire filing for authority under the Act.
7.4 Amendments & Corrections. The Corporation may correct or amend this Application only by filing a statement of correction or an amended application in the form prescribed by the Secretary and paying all applicable fees.
7.5 Electronic Signatures. Signatures transmitted electronically or in counterparts shall be deemed original and enforceable for all purposes under the Act and the Oregon Uniform Electronic Transactions Act.
8. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned, being duly authorized, executes this Application on behalf of the Corporation.
| [CORPORATE NAME] | |
| By: | ______ |
| Name: | [PRINTED NAME] |
| Title: | [AUTHORIZED TITLE] |
| Date: | [MM/DD/YYYY] |
CONSENT OF REGISTERED AGENT
I, [NAME OF REGISTERED AGENT], hereby consent to serve as Registered Agent in the State of Oregon for [CORPORATE NAME] and agree to forward process in accordance with ORS 60.111 and 60.724.
| Signature of Registered Agent | ______ |
| Printed Name | [REGISTERED AGENT] |
| Date | [MM/DD/YYYY] |
[// GUIDANCE: Notarization is not required for Oregon corporate filings, but confirm if a county clerk recording or banking institution requests a notarized copy. File online at https://sos.oregon.gov/business; retain stamped copy for corporate records.]
Prepared for professional use. Counsel should review for compliance with the most current statutory text, Secretary of State forms, and filing fees prior to submission.