House Bill 2191

Authorizes Secretary of State to investigate alleged or potential violations of business entity statutes and to require business entity to provide list of shareholders and respond to interrogatories. Permits Secretary of State to impose penalties, cancel or revoke incorporation or dissolve business entity that violates statutes or fails to cooperate with investigation. Permits Department of Revenue to recommend dissolution of business entity that fails to comply with tax laws of state, but not if department has allowed appeal of business entity's tax liability or if appeal is pending. Subjects directors, officers, employees, members and managers of shell entity to claim for damages from person that suffers ascertainable loss of money or property resulting from knowing dissemination of materially false statement concerning certain aspects of shell entity's finances and operations. Specifies information concerning street address of business entity and name and address of director, controlling shareholder, member or manager that must appear in articles of incorporation or articles of organization for business entity. Permits court to dissolve business entity that court finds was shell entity that was used, incorporated or organized for illegal purpose, to defraud or deceive another person or to conceal business activity from another person or governmental agency. Permits Attorney General to bring action for dissolution and specifies elements of prima facie showing. Specifies effects of finding that business entity is shell entity. Specifies that principal office of business entity incorporated or organized in this state or authorized to transact business in this state must have physical street address that may not be commercial mail receiving agency, mail forwarding business or virtual office. Permits department to disclose certain information from taxpayer return to Secretary of State for purposes of initiating or supporting recommendation for administrative dissolution of business entity that fails to comply with applicable tax laws of state. Becomes operative January 1, 2018. Declares emergency, effective July 1, 2017.

• House of Representatives, third reading59–0

  Passed · Jul 5 · 1 present

• Senate, third reading29–0

  Passed · Jul 7 · 1 present

• House of Representatives, concurrence58–0

  Agreed to the other chamber's changes · Jul 7 · 2 present

• House of Representatives committee amendmentAdopted

  Adopted Apr 21

• House of Representatives committee amendmentAdopted

  Adopted Jul 4

• Senate committee amendmentAdopted

  Adopted Jul 7

l9n doesn't hold this bill's text yet.

In the House of Representatives Jan 9 – Jul 5

1. Jan 9Introduced
2. Jan 17Sent to Business and Labor
3. Mar 6Heard in Business and Labor
4. Mar 8Heard in Business and Labor
5. Apr 17Heard in Business and Labor
6. Apr 21Business and Labor recommended it as amended, and that it go to Ways and Means
7. Sent to Ways and Means
8. May 31Sent to General Government Subcommittee
9. Jun 6Heard in General Government Subcommittee
10. Jun 28Heard in General Government Subcommittee
11. Returned to Ways and Means
12. Jun 30Heard in Ways and Means
13. Jul 4Ways and Means recommended it as amended
14. Jul 5Read a second time
15. Passed the House of Representatives, 59 to 0

In the Senate Jul 6 – Jul 7

1. Jul 6Arrived in the Senate
2. Sent to Ways and Means
3. Heard in Ways and Means
4. Jul 7Ways and Means recommended it as amended
5. Read a second time
6. Passed the Senate, 29 to 0

Back in the House of Representatives Jul 7 – Jul 18

1. Jul 7The House of Representatives agreed to the Senate's amendments and passed it again, 58 to 0
2. Jul 18Signed in the House of Representatives

To the Governor Jul 18 – Aug 18

1. Jul 18Signed in the Senate
2. Aug 15Signed by the Governor
3. Aug 18Became chapter 705 of Oregon Laws 2017, in force from August 15, 2017