(1)(a) The Secretary of State may investigate an alleged or potential violation of this chapter and, in the course of the investigation or in response to a request from a law enforcement agency, may order a corporation to:

Terms Used In Oregon Statutes 60.032

  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Foreign corporation: means a corporation for profit that is incorporated under laws other than the laws of the state. See Oregon Statutes 60.001

(A) Prepare and submit to the Secretary of State within 30 days the list described in ORS § 60.771 (3); and

(B) Answer within 30 days any interrogatory that is related to an alleged or potential violation of this chapter that the Secretary of State submits to the corporation.

(b) Notwithstanding the provisions of ORS § 192.311 to 192.478, the list described in paragraph (a)(A) of this subsection and information that the Secretary of State obtains from an interrogatory under paragraph (a)(B) of this subsection is not subject to public disclosure. The Secretary of State may provide a law enforcement agency with the list described in paragraph (a)(A) of this subsection and information the Secretary of State obtains from an interrogatory under paragraph (a)(B) of this subsection.

(2)(a) If a corporation fails to comply with an order from the Secretary of State under subsection (1) of this section, the Secretary of State may:

(A) Impose a civil penalty on the corporation in accordance with ORS § 183.745;

(B) Cancel or revoke an incorporation, or revoke a foreign corporation‘s authorization to transact business in this state, after conducting a hearing under ORS § 183.413 to 183.470; or

(C) Administratively dissolve the corporation in accordance with ORS § 60.651.

(b) The Secretary of State shall provide in an order that imposes a civil penalty under paragraph (a)(A) of this subsection that the civil penalty is not due and payable until after the order becomes final following any appeal of the order or, if an appeal does not occur, after the order becomes final by operation of law.

(3)(a) The Director of the Department of Revenue may recommend to the Secretary of State that the Secretary of State administratively dissolve a corporation for a failure to comply with the tax laws of the state, but the director may not recommend administrative dissolution if the director has allowed an appeal of the corporation’s tax liability or another action of the Department of Revenue related to the corporation’s failure to comply with the tax laws of the state or if an appeal is pending. If the Secretary of State agrees with the director, the Secretary of State may dissolve the corporation under ORS § 60.651.

(b) The Secretary of State, in consultation with the department, may specify what constitutes a failure to comply with the tax laws of the state for the purposes set forth in paragraph (a) of this subsection.

(4) The Secretary of State may not reinstate a corporation that was administratively or judicially dissolved unless, as appropriate:

(a) The corporation complies with the Secretary of State’s order under subsection (1) of this section;

(b) A law enforcement agency that has completed an investigation of the corporation for which the Secretary of State canceled or revoked incorporation or revoked an authorization to transact business in this state recommends that the Secretary of State allow the incorporation or reinstatement;

(c) A court order compels a reinstatement; or

(d) The Department of Revenue recommends a reinstatement.

(5) A corporation may appeal in accordance with ORS § 183.480 to 183.500 an order the Secretary of State issues or an action the Secretary of State takes under this section.

(6) The Secretary of State and the Director of the Department of Revenue may each adopt rules to implement the provisions of this section. [2017 c.705 § 2]

 

(Notice)

 

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