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Wednesday
Apr192000

Check Your Business Registry Information

Businesses must register certain information with the state Corporation Division. It doesn’t make any difference whether the business is organized as a corporation, partnership, LLC, LLP or sole proprietorship.

Business registry problems can range from merely embarrassing to loss of the right to use your business name.

An Oregon business came to me after one such problem. They failed to notify the Corporation Division that the person listed on the Division’s records was no longer involved in the business. As a result, a renewal notice went to the wrong address, the registration was never renewed, the filing lapsed and a competitor filed a registration using their name.

The good news is these sorts of problems are easy to prevent. You should check on your registration from time to time by doing the following:

1) Call the Corporation Division at 503-986-2200. At the first prompt, select business registry information (currently option 5). At the second prompt, select receive information on a specific business name (currently option 5). Then, wait for an operator to answer the phone.

2) Ask to check on the registration for your business name.

3) If the name registered is in any way different than the name you are actually using, you should consult with legal counsel to correct the discrepancy.

4) Ask if the registration is active. If not, ask for forms to renew your registration.

5) If your name is an assumed business name, ask for the name of the Authorized Representative. If the person listed is involved in your business, then that should be fine. If they are an outsider, such as an accountant or an attorney, you may want to consider changing the Authorized Representative to one of the owners of the business to avoid problems if the person quits practicing, retires or becomes ill. If the person listed is no longer involved with your business, you need to take steps to change the Authorized Representative right away.

6) If the business name is an assumed name for a corporation, partnership, LLC or LLP, also check on the registry information for the entity that owns the assumed business name.

7) If you do business in the name of a corporation, ask for the names listed for the President and Secretary. If this information is no longer accurate, you can correct this the next time the Corporation Division sends you an Annual Report.

8) If you do business in the name of an LLC or LLP, ask whether the entity has managers and ask for the names of the managers. If the listings are not correct, you should work with legal counsel to correct the listing.

9) Check on the address as listed for the principle place of business and for mailing notices. You want to make sure these addresses are correct.

10) If the business is a corporation, partnership, LLC or LLP, check on the name of the registered agent and the registered office. This is the person and the address to whom lawsuits are served. Sometimes the registered agent is a lawyer. Other times it is someone involved in the business. If the person listed is no longer involved in the business or no longer represents the business, you should correct this listing.

11) If the business is a corporation, check on the number of shares of stock the corporation is authorized to issue. If you have issued more shares than is authorized, this can be fixed, but it is a problem you should address with legal counsel.

The information on your business registered with the Corporation Division is a housekeeping matter that is often overlooked. If you fail to keep the information current, it can cause significant problems when you least expect it.

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