As of January 1, 2018, the Oregon Secretary of State must collect additional information from business entities when filing organizational documents, merger and conversion documents and other business filings. The new law, known as House Bill 2191, is aimed at eliminating anonymous “shell” corporations, and contains the following new informational requirements:
- Principal place of business must be disclosed by all new business corporations, professional corporations and limited liability companies (LLC’s). This must be a physical street address and not commercial mail-receiving agency, mail forwarding company or “virtual” office.
- Articles of incorporation/organization, as well as amended, restated articles and merger and conversion filings, must provide the name and address of “an individual with direct knowledge of the operations and business activities” of the corporation or limited liability company. This would include a corporate director or controlling shareholder or member/manager of an LLC.
- Signers must acknowledge, under penalty of perjury, that the document does not fraudulently conceal, obscure, alter or otherwise misrepresent the identity of the person or any of the officers, directors, employees, or agents of the corporation, or the members, managers, employees or agents of the corporation or LLC.
The law also gives the Secretary of State, Department of Revenue, courts, and Attorney General broad enforcement powers, including the power to dissolve a business used as a shell company or organized for illegal purposes.
Finally, the law makes members, managers, employees and agents of shell entities liable for damages for falsifying or altering the entity’s financial information or business records.
Please contact Sampath Law Group at 360-787-9200 to find out more about HB 2191 or forming your business entity in general.
