Oregon Corporation Division: When Is It Filed

Thinking of Changing Jobs or Careers? Contact our Lawyers in Oregon Attorney Assistance Program (OMP) Transition Program Michael Sweeney: 226-1057 AI/call. a", Mike Long: 226-1590 completely confldfilltial To page: 1-800-321-0AAP (6227) A fme, confidential, non-profit program for you. ness registry number while at the counter. Neither La wyer A nor Lawyer B reserved the "Dinky Donuts" business name in advance. Which client is entitled to use the business name, Dinky Donuts? Answer: Samantha Client. Lawyer B's registration was filed (i.e., registered) before OREGON CORPORATION Lawyer A's. Remember: it's the date and time of fil­DIVISION: ing that counts, not the date and time of receipt. This WHEN IS IT FILED? is true across-the-board, no matter what you're fil­ing-business name registrations, VCC financing statements, UCC agricultural services liens, articles Malpractice claims resulting from filing mis­of incorporation, LLP's, LLC's-the "procedures" takes-missing a deadline, filing a document in the and what constitutes a "filing" are the same. And the wrong place or using the wrong form-are usually consequence of not filing in a correct and timely the bane of litigation attorneys. But corporate practi­manner are substantial. tioners can get caught in this trap too if they file with the Oregon Corporation Division. Here are three traps to watch out for. In an effort to be "user friendly," the Division Trap #1: Understand Corporation Division and allows documents to be submitted by hand delivery, Uniform Commercial Code filing "procedures." messenger, Federal Express, regular mail and fax (with payment via credit card). While having a variety Corporation Division/UCC filing procedures and of options is useful, several of these have resulted in time lines are not documented in writing and can malpractice claims being brought against unwary change without notice. Even a "frequent filer" should practitioners. practice healthy paranoia. Call to verify current fil­ing procedures. Probe the clerk for information. If you file anything with the Oregon Secretary of State it is imperative that you and your clients under­Need forms or a fee schedule? Follow the stand the filing procedures and time lines involved. instructions on the menu-driven voice mail system. Forms are available on disk or can be faxed to you TIMING IS EVERyTHING .... the same business day. Consider this scenario. Lawyer A faxes a busi­Trap #2: Be certain your document is filed, ness name registration (Joe Client dba Dinky Donuts) not just "received." to the Corporation Division on April 1, 1996. The A document is "filed" when it has been "file same day, Lawyer A informs Joe Client he is "in stamped" by the Corporation Division staff and business." Unbeknownst to Lawyer A, the Corpora­entered into the Corporation Division computer sys­tion Division does not file the business name (enter it tem. A document is not considered filed merely in the system, register the name, and assign a registry because it has been received. The distinction is criti­number) until April 15, 1996. cal. Familiarize yourself with the processing priori­Lawyer B hand-delivers a business name regis­ty used for documents submitted to the Corporation tration (Samantha Client dba Dinky Donuts) on April Division. (Described above.) Beware that the pro­12, 1996 and obtains a conformed copy with the busi-cessing rules are constantly changing. MAY 1996 Page 11 Generally speaking, documents sent by Federal was filed on a particular date at a particular time . Express are filed overnight; documents sent by fax Corporation Division's "policy" on whether it will are filed within three to five business days. But nei­provide conformed copies at no charge, or if filers • ther time line is guaranteed. Don't assume you can need to supply an extra copy to be conformed, is arrange priority handling by calling in advance-this unclear. I received inconsistent answers when I has worked for some people and not for others. asked. This experience underscores the point of this Sometimes, the Corporation Division workload is so article: filing procedures can change without notice! high that faxed documents are not processed for two To be on the safe side, always supply your own extra weeks. This doesn't mean Corporation Division staff copy to be conformed. aren't doing their job. It just means they are back­logged. If your document is time-sensitive, deliver it PLAY IT SAFE to the counter at the Corporation Division. Your doc­If "filing" by a specific date is important, follow ument will be filed while you wait. If you send a the steps above and use the most secure method of messenger, give the messenger explicit instructions delivering your document: live, in person (or via a to wait until the document is filed and obtain proof of well-instructed messenger) at the Corporation filing from the clerk. Don't rely on any other method. Division counter. Your client's ability to conduct (Documents sent by regular mail can take three to business, sell a business, issue stock, or file taxes at four weeks to process.) fiscal or calendar year-end are at stake. Trap #3: Get proof of fHing Beverly Michaelis Whether you are filing for a corporation or for an Beverly Michaelis is the PLF's new Practice Management indi vidual, have a copy available for the clerk to "file Advisor. Beverly came to the PLF from the Multnomah Bar stamp" at the counter. If you're submitting docu­Association where she was Associate Executive Director of ments by regular mail (allow lots of time), prepare a the MBA and Director of the Placement Service. Beverly is transmittal letter requesting a conformed copy and an attorney, and was in private practice for several years prior to her work with the MBA. She has also worked as a enclose your original, the copy to be conformed, and legal assistant, office manager, and secretary. She fills the a self-addressed, postage-paid envelope for the Practice Management Advisor position formerly held by clerk's use. leff Crawford. leff is now Director of Administration for the Professional Liability Fund. Beverly Michaelis, Carol Remember: getting a "file stamped" or con­Wilson, and Dee Crocker are all available to help you with formed copy is the only way to prove your document your practice management needs. Call 639-6911 or 1-800-452-1639 and ask for a practice management advisor. PROFESSIONAL LIABILITY FUND Bulk Rate P.O. BOX 1600 U.S. Postage LAKE OSWEGO, OREGON 97035 PAID Permit No. 11 Portland, Oregon