Oregon Secretary of State Corporation Division OFFICIAL Government website

Corporation Division History

Prior to 1862, creating a corporation in the State of Oregon required an Act of the Legislative Assembly. During the period of time when Oregon was a territory, there were incorporation laws to improve the breed of domestic animals (1858), cemetery associations (1858), companies to build bridges (1854) and literary and religious societies (1851). The earliest article of incorporation in the Oregon provisional records is the "Willamette Cattle Company Agreement" of 1837.

Beginning in 1862, corporations were required to file a copy of their charter with the Secretary of State's Office, at the county level, and a copy retained for the corporation's internal records.

The Corporation Department was created in 1913 when the Oregon State Legislature passed House Bill 434, chapter 341, O.L. 1913. The Corporation Department was created to administer the laws relating to the regulation and supervision of corporations. The house bill included the Blue Sky Law (securities) to protect purchasers of stocks and bonds and prevent fraud in the sale thereof.

All books, records, documents, instruments, and equipment employed by the Secretary of State in connection with the supervision of corporations, joint stock companies and associations, were turned over to the Corporation Department. All fees, charges, interest, fines and penalties provided by this Act, or paid to the Secretary of State, were thereafter paid into a fund called the Corporation Fund, which was liable for all expenses of the Corporation Department. Whenever the amount of money in the Corporation Fund exceeded $15,000, all in excess of $10,000 was transferred to the General Fund.

It was unlawful for any domestic or foreign investment company, or stock brokers, or any representative thereof, to sell, offer for sale, take subscriptions for or negotiate for the sale in any manner whatsoever of any stocks, bonds or other securities, without a permit from the Corporation Commissioner.

The Governor of Oregon appointed a chief officer, known as the Corporation Commissioner. The term of office for the commissioner was four years, beginning on the first Monday in January. The commissioner, and all employees of the Corporation Department, had to subscribe to an oath of office before entering upon the duties of the office. The commissioner's salary was $3,000 per year.

In 1938 there were 14 employees, excluding the commissioner, in the Corporation Department. Five individuals processed all business registry documents.

The Oregon State Legislature passed House Bill 1299, chapter 580, O.L. 1963, creating the Department of Commerce.

The Department of Commerce was comprised of the following administrative divisions: Banking Division, Corporation Division, Insurance Division, Planning and Development Division, Building Codes Division, Consumer Services Division, Fire Marshal, Housing Division and the Real Estate Division.

The professional licensing and administrative review agencies included the following: Collection Agencies Board, Board of Examiners in Watchmaking and Clockmaking, Board of Pilot Commissioners, Real Estate Board, State Banking Board, State Board of Accountancy, State Board of Architect Examiners, State Board of Auctioneers, State Board of Engineering Examiners and State Board of Landscape Architect Examiners.

There was established in the General Fund of the State Treasury the Commerce Administration Account to pay the necessary administrative expenses of the Department of Commerce. The Department of Commerce was subject to the allotment system provided for in ORS 291.234 to 291.260. The amounts credited and transferred to the Commerce Administration Account could not be greater than the budgets approved for the divisions with the Department by the Legislative Assembly.

Governor Hatfield appointed Hillman Lueddemann of Portland to serve as the first director of the Department of Commerce effective July 1, 1964.

The Department of Commerce was abolished in 1987 upon passage of Chapter 414, Senate Bill 1034, O.L. 1987. The divisions under the Department of Commerce were either placed in various state agencies, or became state agencies, or were privatized. The Corporation Division, being ministerial in nature, and having similar record-keeping functions of the Secretary of State's Office, was transferred to the Secretary of State. In 1989, Uniform Commercial Code was merged with the Corporation Division, and in 1992, the Notary Public Section was officially transferred to the Corporation Division.

Did you know:
That the United Methodist Church of Oregon City was incorporated on May 17, 1850. This is the Division's oldest, active registration.

Other early, active registrations include Willamette University incorporated on January 21, 1853, and Pacific University incorporated on January 10, 1854.