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Thursday
Feb222007

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, limited liability company (LLC), limited liability partnership (LLP) or sole proprietorship.

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

Years ago, this topic was covered in LegalBriefs. Back then, the way to check business registry information was by telephone. Today, the Oregon Corporation Division maintains a convenient website. You can now check registry information online.

This topic is being addressed again so LegalBriefs subscribers will know how to check their registry information online. This is also a reminder that failure to monitor and update your registry information can create problems for your business.

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 business 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)    Log on to the Corporation Division website at www.filinginoregon.com. Once there, click on Business Name Search along the left menu bar.

2)    Enter your company name then select a search method below. The Exact Words in any Word Order method usually works fine.

3)    Click on the Search for Business Name button. Hitting the Return key may also work, but not always. If you are having problems after hitting Return (or if you are using a Macintosh computer), try selecting the Search for Business Name button.

4)    You should then be taken to a page with one or more business names containing your search terms.

5)    Click on the name that matches your business name.

6)    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.

7)    Look at the Entity Status field to see if the registration is active. If it is active, the field will say ACT. If not, it will show INA. If your registration is not active, the website has forms to renew your registration. If you do not want to handle this yourself, we would be happy to help you.

8)    If your name is an assumed business name, check to see who is listed as 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 that person ever 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.

9)    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.

10)    If you do business as a corporation, verify the names listed for the President and Secretary. If this information is no longer accurate, you can correct it the next time the Corporation Division sends you an Annual Report.

11)    If you do business in the name of an LLC or LLP, check whether the entity has managers and verify the names of the managers. If the listing is correct, you should work with legal counsel to correct it.

12)    Check on the addresses listed for the principle place of business and for mailing notices. You want to make sure these addresses are correct. If they are not, the website has forms to update this information or we can do it for you.

13)    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 for serving lawsuits. 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. The website has forms to update this information or we can do it for you.

14)    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 immediately 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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