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HB3588 • 2025

Permits the Secretary of State to accept a commercial mail receiving agency as a business entity's principal office, records office address or principal address if the physical street address of the business entity's principal office, records office address or principal address is the same as the physical street address of the commercial mail receiving agency.

Permits the Secretary of State to accept a commercial mail receiving agency as a business entity's principal office, records office address or principal address if the physical street address of the business entity's principal office, records office address or principal address is the same as the physical street address of the commercial mail receiving agency.

Enacted

This bill passed the Legislature and reached final enactment based on the latest official action.

Sponsor
Representative Nosse
Last action
2025-06-11
Official status
Chapter Number Assigned
Effective date
Not listed

Plain English Breakdown

Using official source text because the generated explanation was unavailable or could not be confirmed against the official bill text.

Permits the Secretary of State to accept a commercial mail receiving agency as a business entity's principal office, records office address or principal address if the physical street address of the business entity's principal office, records office address or principal address is the same as the physical street address of the commercial mail receiving agency.

<b>Digest: Says that a state official may take a document for filing that has a CMRA as a person's address if the person's business address is the same as the CMRA address.

What This Bill Does

  • <b>Digest: Says that a state official may take a document for filing that has a CMRA as a person's address if the person's business address is the same as the CMRA address.
  • Says that the official must not allow the public to see the address if the person does not want that.
  • (Flesch Readability Score: 66.4).</b> [<i>Digest: Tells a state official to study what is needed to register a business in this state.
  • (Flesch Readability Score: 63.6).</i>] [<i>Requires the Secretary of State to study the effect of requiring physical street addresses for business registrations in light of changes to postal regulations.

Limits and Unknowns

  • This entry is temporarily using official source text because the generated explanation could not be confirmed against the official bill text during the last sync.

Bill History

  1. 2025-06-11 House

    Chapter 158, (2025 Laws): Effective date May 27, 2025.

  2. 2025-05-27 House

    Governor signed.

  3. 2025-05-20 House

    Speaker signed.

  4. 2025-05-20 Senate

    President signed.

  5. 2025-05-15 Senate

    Third reading. Carried by Taylor. Passed. Ayes, 27; Excused, 3--Manning Jr, Prozanski, Thatcher.

  6. 2025-05-14 Senate

    Carried over to 05-15 by unanimous consent.

  7. 2025-05-13 Senate

    Carried over to 05-14 by unanimous consent.

  8. 2025-05-12 Senate

    Recommendation: Do pass the A-Eng. bill.

  9. 2025-05-12 Senate

    Second reading.

  10. 2025-05-06 Senate

    Work Session held.

  11. 2025-04-29 Senate

    Public Hearing held.

  12. 2025-04-21 Senate

    First reading. Referred to President's desk.

  13. 2025-04-21 Senate

    Referred to Labor and Business.

  14. 2025-04-17 House

    Third reading. Carried by Nosse. Passed. Ayes, 51; Excused, 8--Dobson, Grayber, Helfrich, McDonald, Nguyen D, Nguyen H, Sosa, Valderrama; Excused for Business of the House, 1--Sanchez.

  15. 2025-04-16 House

    Rules suspended. Carried over to April 17, 2025 Calendar.

  16. 2025-04-15 House

    Second reading.

  17. 2025-04-14 House

    Recommendation: Do pass with amendments and be printed A-Engrossed.

  18. 2025-04-09 House

    Work Session held.

  19. 2025-03-17 House

    Public Hearing held.

  20. 2025-02-20 House

    Referred to Economic Development, Small Business, and Trade.

  21. 2025-02-18 House

    First reading. Referred to Speaker's desk.

Official Summary Text

<b>Digest: Says that a state official may take a document for filing that has a CMRA as a person's address if the person's business address is the same as the CMRA address. Says that the official must not allow the public to see the address if the person does not want that. (Flesch Readability Score: 66.4).</b>
[<i>Digest: Tells a state official to study what is needed to register a business in this state. (Flesch Readability Score: 63.6).</i>]
[<i>Requires the Secretary of State to study the effect of requiring physical street addresses for business registrations in light of changes to postal regulations. Directs the Secretary of State to submit findings to the interim committees of the Legislative Assembly related to business no later than September 15, 2026.</i>]
[<i>Sunsets on January 2, 2027.</i>]
<b>Permits the Secretary of State to accept a commercial mail receiving agency as a business entity's principal office, records office address or principal address if the physical street address of the business entity's principal office, records office address or principal address is the same as the physical street address of the commercial mail receiving agency. Requires the Secretary of State to protect from public disclosure a business entity's physical street address if the physical street address of the business entity's principal office, records office address or principal address is the same as the physical address of a commercial mail receiving agency and if the business entity requests the protection.
Includes a commercial mail receiving agency within the definitions of principal office, records office address and principal address if the physical street address of a business entity's principal executive office is the same as the physical street address of a commercial mail receiving agency.
Declares an emergency, effective on passage.</b>
Relating to: Relating to business registrations; and declaring an emergency.
Current location: Chapter Number Assigned

Current Bill Text

Read the full stored bill text
83rd OREGON LEGISLATIVE ASSEMBLY--2025 Regular Session
Enrolled
House Bill 3588
Sponsored by Representative NOSSE
CHAPTER .................................................
AN ACT
Relating to business registrations; amending ORS 56.035, 60.001, 63.001, 65.001 and 70.020; and de-
claring an emergency.
Be It Enacted by the People of the State of Oregon:
SECTION 1. ORS 56.035 is amended to read:
56.035. (1) If a document is required by law to be verified before being submitted for filing with
the Secretary of State, the document must include or be accompanied by a written declaration that
the person who executes the document prepares under penalties of perjury to the effect that the
person has examined the document and to the best of the person’s knowledge and belief the docu-
ment is true, correct and complete. An acknowledgment before a notary public or other officer is
not required.
[(2) The Secretary of State, before filing a document that a person submits for filing, may verify
that the principal office address, the registered office address, the records office address described in
ORS 70.020 or the principal address described in ORS 648.010 for an entity that has an assumed
business name as listed in the document is a physical street address and not a commercial mail re-
ceiving agency, a mail forwarding business or a virtual office. ]
(2) Before filing a document that a person submits for filing, the Secretary of State may
verify that, as listed in the document, a business entity’s principal office, records office ad-
dress, as described in ORS 70.020, or principal address, as described in ORS 648.010, is a
physical street address and is not a mail forwarding service, virtual office or commercial
mail receiving agency, except that the Secretary of State may accept a commercial mail re-
ceiving agency as a business entity’s principal office, records office address or principal ad-
dress if the physical street address of the business entity’s principal executive offices is the
same as the physical street address of the commercial mail receiving agency. The Secretary
of State shall verify that the address of a registered agent listed in a document submitted
for filing is a physical street address and is not a mail forwarding service, virtual office or
commercial mail receiving agency.
(3) The Secretary of State shall protect from public disclosure a business entity’s phys-
ical street address as provided in any document a person submits for filing under this section
if:
(a) The physical street address of the business entity’s principal office, records office
address or principal address is the same as the physical street address of a commercial mail
receiving agency; and
(b) The person requests the Secretary of State to protect the business entity’s physical
street address from public disclosure.
Enrolled House Bill 3588 (HB 3588-A) Page 1
SECTION 2. ORS 60.001 is amended to read:
60.001. As used in this chapter:
(1) “Anniversary” means the day each year that is exactly one or more years after:
(a) The date on which the Secretary of State files the articles of incorporation for a domestic
corporation.
(b) The date on which the Secretary of State files an application for authority to transact busi-
ness for a foreign corporation.
(2) “Articles of incorporation” means the articles described in ORS 60.047, amended and restated
articles of incorporation, articles of conversion or articles of merger.
(3) “Authorized shares” means the shares of all classes that a domestic or foreign corporation
is authorized to issue.
(4) “Conspicuous” means written, printed, typed, displayed or otherwise presented so that a
reasonable person against whom a writing is to operate should have noticed the writing as a con-
sequence of a use of a method to draw attention to the writing, such as italics, boldface, contrasting
color, capitalization or underlining.
(5) “Corporation” or “domestic corporation” means a corporation for profit that is incorporated
under or subject to the provisions of this chapter and that is not a foreign corporation.
(6) “Delivery” means any method of delivery used in conventional commercial practice, includ-
ing by hand, mail, commercial delivery and, in accordance with ORS 60.034, electronic transmission.
(7) “Distribution” means a direct or indirect transfer of money or other property, except of a
corporation’s own shares, or a corporation’s incurrence of indebtedness to or for the benefit of the
corporation’s shareholders in respect of any of the corporation’s shares, in the form of a declaration
or payment of a dividend, a purchase, redemption or other acquisition of shares, a distribution of
indebtedness, or otherwise.
(8) “Document” means:
(a) A medium that embodies information in tangible form, including any writing or written in-
strument; or
(b) An electronic medium that embodies information that a person may retain, retrieve and re-
produce, in tangible form or otherwise, by means of an automated process that is used in conven-
tional commercial practice, except as otherwise provided in ORS 60.034 (4)(c).
(9) “Domestic limited liability company” means an entity that is an unincorporated association
that has one or more members and that is organized under ORS chapter 63.
(10) “Domestic nonprofit corporation” means a corporation not for profit that is incorporated
under ORS chapter 65.
(11) “Domestic professional corporation” means a corporation that is organized under ORS
chapter 58 for the purpose of rendering professional services and for the purposes provided under
ORS chapter 58.
(12) “Electronic notice revocation” means a notice in which a person states that the person will
not accept delivery of certain communications by means of electronic transmission.
(13) “Electronic signature” has the meaning given that term in ORS 84.004.
(14) “Electronic transmission” means a form or process of communication that does not directly
involve physically transferring paper or another tangible medium and that enables a recipient to
retain, retrieve and reproduce information by means of an automated process that is used in con-
ventional commercial practice, except as provided in ORS 60.034 (4)(c).
(15) “Employee” includes an officer but not a director, unless the director accepts duties that
make the director also an employee.
(16) “Entity” means a corporation, foreign corporation, nonprofit corporation, profit or nonprofit
unincorporated association, business trust, partnership, two or more persons that have a joint or
common economic interest, any state, the United States, a federally recognized Native American or
American Indian tribal government and any foreign government.
(17) “Foreign corporation” means a corporation for profit that is incorporated under laws other
than the laws of the state.
Enrolled House Bill 3588 (HB 3588-A) Page 2
(18) “Foreign limited liability company” means an entity that is an unincorporated association
organized under laws other than the laws of the state and that is organized under a statute under
which an association may be formed that affords to each of the entity’s members limited liability
with respect to liabilities of the entity.
(19) “Foreign nonprofit corporation” means a corporation not for profit that is organized under
laws other than the laws of the state.
(20) “Foreign professional corporation” means a professional corporation that is organized under
laws other than the laws of the state.
(21) “Governmental subdivision” includes an authority, county, district and municipality.
(22) “Individual” means a natural person or the estate of an incompetent individual or a de-
ceased individual.
(23) “Office,” when used to refer to the administrative unit directed by the Secretary of State,
means the office of the Secretary of State.
(24) “Person” means an individual or entity.
(25)(a) “Principal office” means the physical street address of an office, in or out of this state,
where the principal executive offices of a domestic or foreign corporation are located and designated
in the annual report or in the application for authority to transact business in this state.
(b) “Principal office” does not include [ a commercial mail receiving agency, a mail forwarding
business or a virtual office ] a mail forwarding business, a virtual office or a commercial mail
receiving agency, except that a commercial mail receiving agency is a principal office if the
physical street address of the principal executive offices of the domestic or foreign corpo-
ration is the same as the physical street address of the commercial mail receiving agency .
(26) “Proceeding” means a civil, criminal, administrative or investigatory action.
(27) “Record date” means the date established under this chapter on which a corporation de-
termines the identity of the corporation’s shareholders and their shareholdings for purposes of this
chapter.
(28) “Remote communication” means any method by which a person that is not physically pres-
ent at the location at which a meeting occurs may nevertheless hear or otherwise communicate at
substantially the same time with other persons at the meeting and have access to materials neces-
sary to participate or vote in the meeting to the extent of the person’s authorization to participate
or vote.
(29) “Share” means a unit into which the proprietary interest in a corporation is divided.
(30) “Shareholder” means a person in whose name a share is registered in the records of a
corporation or the beneficial owner of a share to the extent of the rights granted by a nominee
certificate on file with a corporation.
(31) “Shell entity” means an entity that has the characteristics described in ORS 60.661
(1)(a)(C)(i).
(32) “Sign” means to indicate a present intent to authenticate or adopt a document by:
(a) Affixing a symbol to the document;
(b) Inscribing or affixing a manual, facsimile or conformed signature on the document; or
(c) Attaching to, or logically associating with, an electronic transmission any electronic sound,
symbol or process, including an electronic signature.
(33) “Signature” means any embodiment of a person’s intent to sign a document.
(34) “Single voting group” means a voting group, the shares of which are entitled by the articles
of incorporation or this chapter to vote generally on a matter.
(35) “State,” when referring to a part of the United States, means a state, commonwealth, ter-
ritory or insular possession of the United States and the agencies and governmental subdivisions
of the state, commonwealth, territory or insular possession.
(36) “Subscriber” means a person who subscribes for shares in a corporation, whether before
or after incorporation.
(37) “United States” means the federal government or a district, authority, bureau, commission,
department or any other agency of the United States.
Enrolled House Bill 3588 (HB 3588-A) Page 3
(38) “Voting group” means all shares of one or more classes or series that under the articles
of incorporation or this chapter are entitled to vote and be counted together collectively on a mat-
ter at a meeting of shareholders.
(39) “Written” means embodied as a document.
SECTION 3.
ORS 63.001 is amended to read:
63.001. As used in this chapter:
(1) “Anniversary” means the day each year that is exactly one or more years after:
(a) The date on which the Secretary of State files the articles of organization for a domestic
limited liability company.
(b) The date on which the Secretary of State files a foreign limited liability company’s applica-
tion for authority to transact business in this state.
(2) “Articles of organization” means the document described in ORS 63.047 that forms a limited
liability company, including articles of organization as the articles of organization may be amended
or restated, articles of conversion and articles of merger.
(3) “Bankruptcy” means:
(a) A member’s assignment for the benefit of creditors;
(b) A member’s commencement of a voluntary bankruptcy case;
(c) Adjudication of a member as bankrupt or insolvent;
(d) A member’s filing of a petition or answer to seek for the member any reorganization, ar-
rangement, composition, readjustment, liquidation, dissolution or similar relief under any statute,
law or rule;
(e) A member’s filing of an answer or other pleading that admits or fails to contest the material
allegations of a petition filed against the member in a bankruptcy procedure;
(f) Seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator
of the member or of all or any substantial part of the member’s properties;
(g) A commencement of an involuntary bankruptcy case against a member that has not been
dismissed on or before the 120th day after the commencement of the case;
(h) An appointment, without the member’s consent, of a trustee, receiver or liquidator either of
the member or of all or any substantial part of the member’s properties that is not vacated or stayed
on or before the 90th day after the appointment; or
(i) An appointment described in paragraph (h) of this subsection that is not vacated on or before
the 90th day after the stay described in paragraph (h) of this subsection expires.
(4) “Contribution” means anything of value that a person contributes to the limited liability
company as a prerequisite for or in connection with membership including cash, property or services
rendered or a promissory note or other binding obligation to contribute cash or property or to
perform services.
(5) “Corporation” or “domestic corporation” means a corporation for profit that is incorporated
under ORS chapter 60.
(6) “Distribution” means a direct or indirect transfer of money or other property, except of a
limited liability company’s own interests, or a limited liability company’s incurrence of indebtedness
to or for the benefit of the limited liability company’s members in respect of a member’s interests,
whether in the form of a declaration or payment of profits, a purchase, retirement or other acqui-
sition of interests, a distribution of indebtedness, or otherwise.
(7) “Domestic nonprofit corporation” means a corporation not for profit that is incorporated
under ORS chapter 65.
(8) “Domestic professional corporation” means a corporation that is organized under ORS
chapter 58 for the purpose of rendering professional services and for the purposes provided under
ORS chapter 58.
(9) “Entity” means a domestic or foreign limited liability company, corporation, professional
corporation, foreign corporation, domestic or foreign nonprofit corporation, domestic or foreign co-
operative corporation, profit or nonprofit unincorporated association, business trust, domestic or
foreign general or limited partnership, two or more persons that have a joint or common economic
Enrolled House Bill 3588 (HB 3588-A) Page 4
interest, any state, the United States, a federally recognized Native American or American Indian
tribal government or any foreign government.
(10) “Foreign corporation” means a corporation for profit that is incorporated under laws other
than the laws of the state.
(11) “Foreign limited liability company” means an entity that is an unincorporated association
organized under laws other than the laws of the state and that is organized under a statute under
which an association may be formed that affords to each of the entity’s members limited liability
with respect to the liabilities of the entity.
(12) “Foreign limited partnership” means a limited partnership formed under laws other than the
laws of the state and that has as partners one or more general partners and one or more limited
partners.
(13) “Foreign nonprofit corporation” means a corporation not for profit that is organized under
laws other than the laws of the state.
(14) “Foreign professional corporation” means a professional corporation that is organized under
laws other than the laws of the state.
(15) “Incompetency” means the entry of a judgment by a court of competent jurisdiction adju-
dicating the member incompetent to manage the member’s person or estate.
(16) “Individual” means a natural person.
(17) “Limited liability company” or “domestic limited liability company” means an entity that
is an unincorporated association that has one or more members and is organized under this chapter.
(18) “Limited partnership” or “domestic limited partnership” means a partnership formed by two
or more persons under ORS chapter 70 that has one or more general partners and one or more
limited partners.
(19) “Manager” means a person, not necessarily a member, that the members of a manager-
managed limited liability company designate to manage the limited liability company’s business and
affairs.
(20) “Manager-managed limited liability company” means a limited liability company that is
designated as a manager-managed limited liability company in the limited liability company’s articles
of organization or the articles of organization of which otherwise expressly provide that a manager
will manage the limited liability company.
(21)(a) “Member” means a person with both an ownership interest in a limited liability company
and all the rights and obligations of a member specified under this chapter.
(b) “Member” does not include an assignee of an ownership interest that has not also acquired
the voting and other rights appurtenant to membership.
(22) “Member-managed limited liability company” means a limited liability company other than
a manager-managed limited liability company.
(23) “Membership interest” means a member’s collective rights in a limited liability company,
including the member’s share of profits and losses of the limited liability company, the right to re-
ceive distributions of the limited liability company’s assets and any right to vote or participate in
management.
(24) “Office,” when used to refer to the administrative unit directed by the Secretary of State,
means the office of the Secretary of State.
(25) “Operating agreement” means any valid agreement, written or oral, of the member or
members as to the affairs of a limited liability company and the conduct of the limited liability
company’sbusiness.
(26) “Organizer” means one of the signers of the initial articles of organization.
(27) “Party” includes an individual who was, is or is threatened to be made a named defendant
or respondent in a proceeding.
(28) “Person” means an individual or entity.
(29)(a) “Principal office” means the physical street address of an office, in or out of this state,
where the principal executive offices of a domestic or foreign limited liability company are located
Enrolled House Bill 3588 (HB 3588-A) Page 5
and designated in the annual report or in the application for authority to transact business in this
state.
(b) “Principal office” does not include [ a commercial mail receiving agency, a mail forwarding
business or a virtual office ] a mail forwarding business, a virtual office or a commercial mail
receiving agency, except that a commercial mail receiving agency is a principal office if the
physical street address of the principal executive offices of the domestic or foreign corpo-
ration is the same as the physical street address of the commercial mail receiving agency .
(30) “Proceeding” means any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigatory and whether formal or informal.
(31) “Shell entity” means an entity that has the characteristics described in ORS 63.661
(1)(a)(C)(i).
(32) “State,” when referring to a part of the United States, means a state, commonwealth, ter-
ritory or insular possession of the United States and the agencies and governmental subdivisions
of the state, commonwealth, territory or insular possession.
(33) “United States” means the federal government and a district, authority, bureau, commission,
department or any other agency of the United States.
SECTION 4. ORS 65.001 is amended to read:
65.001. As used in this chapter:
(1)(a) “Anniversary” means, except as provided in paragraph (b) of this subsection, the day each
year that is exactly one or more years after the date on which the Secretary of State files:
(A) The articles of incorporation for a domestic corporation; or
(B) An application for authority to transact business for a foreign corporation.
(b) “Anniversary” means February 28 if an event occurs that would otherwise cause an anni-
versary to fall on February 29.
(2) “Appointed director” means a director who is appointed by a person other than the board
of directors.
(3) “Approved by the members” or “approval by the members” means approved or ratified by
members entitled to vote on an issue through either:
(a) The affirmative vote of a majority of the votes of the members represented and voting at a
duly held meeting at which a quorum is present or the affirmative vote of a greater proportion in-
cluding the votes of any required proportion of the members of any class as the articles of incor-
poration, bylaws or this chapter may provide for specified types of member action; or
(b) A written ballot or written consent in conformity with this chapter.
(4) “Articles of incorporation” means the articles of incorporation described in ORS 65.047 and
corrected, amended and restated articles of incorporation.
(5) “Articles of merger” means the articles of merger described in ORS 65.491 and corrected,
amended and restated articles of merger.
(6) “Board of directors” means the individual or individuals who are vested with overall man-
agement of the affairs of a domestic corporation or foreign corporation, irrespective of the name
that designates the individual or individuals.
(7) “Bylaws” means a set of provisions for managing and regulating a corporation’s affairs that
the corporation must adopt under ORS 65.061.
(8) “Class” means a group of memberships that have the same rights, including rights that are
determined by a formula that is applied uniformly, with respect to voting, dissolution, redemption
and transfer.
(9) “Contact information” means a street address, a mailing address or an electronic address at
which a member or director elects to receive notices and other messages from the corporation.
(10) “Corporation” means a domestic corporation or a foreign corporation.
(11) “Delegate” means a person who is elected or appointed to vote in a representative assembly
for electing a director or directors or on other matters.
(12) “Deliver” means to transfer by any method of delivery used in conventional commercial
practice, including delivery by hand, mail, commercial delivery and electronic transmission.
Enrolled House Bill 3588 (HB 3588-A)Page 6
(13) “Designated director” means a director that the articles of incorporation or the bylaws
designate as a director in a manner that identifies a specific individual or a group of individuals.
(14) “Director” means an individual who acts as a member of the board of directors, who has
a right to vote on questions concerning the management and regulation of a corporation’s affairs
and who is:
(a) An appointed director;
(b) A designated director; or
(c) A director elected by the incorporators, directors or members.
(15) “Distribution” means a payment to a person from the income or assets of a corporation,
other than a payment of reasonable value to a person for property received or services performed
or a payment that furthers the corporation’s purposes.
(16) “Document” means:
(a) A medium that embodies information in tangible form, including any writing or written in-
strument; or
(b) An electronic medium that embodies information that a person may retain, retrieve and re-
produce, in tangible form or otherwise.
(17) “Domestic business corporation” means a for profit corporation that is incorporated under
ORS chapter 60.
(18) “Domestic corporation” means a nonprofit corporation that is not a foreign corporation and
that is incorporated under or subject to the provisions of this chapter.
(19) “Domestic limited liability company” means an unincorporated association that has one or
more members and that is organized under ORS chapter 63.
(20) “Domestic professional corporation” means a corporation that is organized under ORS
chapter 58 for the purpose of rendering professional services and for the purposes provided under
ORS chapter 58.
(21) “Employee” means an individual that a corporation employs, including an officer or director
whom the corporation employs with compensation for services beyond the services of board mem-
bership.
(22) “Entity” means a domestic corporation, foreign corporation, business corporation and for-
eign business corporation, profit and nonprofit unincorporated association, corporation sole, busi-
ness trust, partnership, two or more persons that have a joint or common economic interest, any
state, the United States, a federally recognized Native American or American Indian tribal govern-
ment and any foreign government.
(23) “Foreign business corporation” means a for profit corporation that is incorporated under
laws other than the laws of the state.
(24) “Foreign corporation” means a corporation that is organized under laws other than the laws
of the state and that would be a nonprofit corporation if organized under the laws of the state.
(25) “Foreign limited liability company” means an unincorporated association that is organized
under laws other than the laws of the state and under a statute that permits an entity to organize
and that affords to each of the entity’s members limited liability with respect to liabilities of the
entity.
(26) “Foreign professional corporation” means a professional corporation that is organized under
laws other than the laws of the state.
(27) “Gift instrument” means a record, including a record of a solicitation, under which a cor-
poration holds property or under which property is granted or transferred to the corporation.
(28) “Governmental subdivision” means a unit of government, including an authority, county,
district and municipality.
(29) “Individual” means a natural person, including the guardian of an incompetent individual.
(30)(a) “Member” means a person that is entitled, under a domestic corporation’s or foreign
corporation’s articles of incorporation or bylaws, to exercise any of the rights described in ORS
65.144 without regard to whether the articles of incorporation or bylaws identify the person as a
Enrolled House Bill 3588 (HB 3588-A) Page 7
member or which other title or identity the domestic corporation or foreign corporation gives to the
person.
(b) “Member” does not include:
(A) A person that does not have the rights described in ORS 65.144 or that has only one or more
of the following rights:
(i) Rights granted to a delegate;
(ii) A right to designate or appoint a director or directors;
(iii) Rights that a director has;
(iv) A right to vote on only one occasion to elect a director or directors; or
(v) Rights that a person has as a consequence of holding evidence of indebtedness the corpo-
ration has issued or will issue.
(B) A person for which membership rights have been eliminated as provided in ORS 65.164 or
65.167.
(31) “Membership” means the rights and obligations a member has under this chapter.
(32) “Mutual benefit corporation” means a domestic corporation that is organized to serve and
operates primarily to serve the mutual interests of a group of persons, but is not a public benefit
corporation or religious corporation.
(33) “Nonprofit corporation” means a mutual benefit corporation, a public benefit corporation
or a religious corporation.
(34) “Notice” means a notice described in ORS 65.034.
(35) “Person” means an individual or an entity.
(36)(a) “Principal office” means the physical street address of the place, in or out of this state,
where the principal executive offices of a domestic corporation or foreign corporation are located
and that is designated as the principal office in the most recent annual report filed in accordance
with ORS 65.787 or, if no annual report is on file, in the articles of incorporation or the application
for authority to transact business in this state.
(b) “Principal office” does not include [ a commercial mail receiving agency, a mail forwarding
business or a virtual office ] a mail forwarding business, a virtual office or a commercial mail
receiving agency, except that a commercial mail receiving agency is a principal office if the
physical street address of the principal executive offices of the domestic or foreign corpo-
ration is the same as the physical street address of the commercial mail receiving agency .
(37) “Proceeding” means a civil, criminal, administrative or investigatory action.
(38) “Public benefit corporation” means a domestic corporation that:
(a) Is formed as a public benefit corporation under ORS 65.044 to 65.067, is designated as a
public benefit corporation by a statute, is recognized as tax exempt under section 501(c)(3) of the
Internal Revenue Code or is otherwise organized for a public or charitable purpose;
(b) Is restricted so that on dissolution the corporation must distribute the corporation’s assets
to an organization that is organized for a public or charitable purpose, a religious corporation, the
United States, a state or a person that is recognized as exempt under section 501(c)(3) of the Inter-
nal Revenue Code of 1986; and
(c) Is not a religious corporation.
(39) “Record date” means the date established under ORS 65.131 to 65.177 or 65.201 to 65.254
on which a corporation determines the identity of the corporation’s members and the members’
membership rights for the purposes of this chapter.
(40) “Religious corporation” means a domestic corporation that is formed as a religious corpo-
ration under ORS 65.044 to 65.067, is designated a religious corporation by a statute or is organized
primarily or exclusively for religious purposes.
(41) “Remote communication” means any method by which a person that is not physically pres-
ent at the location at which a meeting occurs may nevertheless hear or otherwise communicate at
substantially the same time with other persons at the meeting and have access to materials neces-
sary to participate or vote in the meeting to the extent of the person’s authorization to participate
or vote.
Enrolled House Bill 3588 (HB 3588-A) Page 8
(42) “Secretary,” when used in the context of a corporate official, means the corporate officer
to whom the board of directors has delegated responsibility under ORS 65.371 for preparing the
minutes of the board of directors’ meetings and membership meetings and for authenticating the
records of the corporation.
(43) “Shell entity” means an entity that has the characteristics described in ORS 65.661.
(44) “Sign” means to indicate a present intent to authenticate or adopt a document by:
(a) Affixing a symbol to the document;
(b) Inscribing or affixing a manual, facsimile or conformed signature on the document; or
(c) Attaching to, or logically associating with, an electronic transmission any electronic sound,
symbol or process, including an electronic signature.
(45) “State,” when referring to a part of the United States, means a state, commonwealth, ter-
ritory or insular possession of the United States and the agencies and governmental subdivisions
of the state, commonwealth, territory or insular possession.
(46) “Uncompensated officer” means an individual who serves in an office without compensation
other than payment solely for actual expenses the individual incurs in performing duties of the
individual’s office or payment for the average expenses the individual incurs over the course of a
year.
(47) “United States” means the federal government or a district, authority, bureau, commission,
department or any other agency of the United States.
(48) “Vote” means an authorization by written ballot or written consent, where permitted, or
by another method that a corporation specifies as an authorization.
(49) “Voting power” means the total number of votes entitled to be cast on an issue at the time
the determination of voting power is made, excluding a vote that is contingent upon a condition or
event occurring that has not occurred at the time.
(50) “Written” means embodied as a document.
SECTION 5.
ORS 70.020 is amended to read:
70.020. Each limited partnership shall continuously maintain in this state an office at which the
records referred to in ORS 70.050 shall be kept. The records office may be but need not be a place
of business of the limited partnership in this state and may not be [ a commercial mail receiving
agency, a mail forwarding business or a virtual office ] a mail forwarding business, a virtual office
or a commercial mail receiving agency, except that a commercial mail receiving agency may
be a records office if the physical street address of the records office is the same as the
physical street address of the commercial mail receiving agency .
SECTION 6. This 2025 Act being necessary for the immediate preservation of the public
peace, health and safety, an emergency is declared to exist, and this 2025 Act takes effect
on its passage.
Enrolled House Bill 3588 (HB 3588-A) Page 9
Passed by House April 17, 2025
..................................................................................
Timothy G. Sekerak, Chief Clerk of House
..................................................................................
Julie Fahey, Speaker of House
Passed by Senate May 15, 2025
..................................................................................
Rob Wagner, President of Senate
Received by Governor:
........................M.,........................................................., 2025
Approved:
........................M.,........................................................., 2025
..................................................................................
Tina Kotek, Governor
Filed in Office of Secretary of State:
........................M.,........................................................., 2025
..................................................................................
Tobias Read, Secretary of State
Enrolled House Bill 3588 (HB 3588-A) Page 10