How to File Oregon Articles of Incorporation

Your Guide to Incorporating in Oregon

Oregon articles of incorporation are filed to create a corporation. This guide provides instructions and tips when preparing and filing this legal document.

Overview

Preparing and filing your articles of incorporation is the first step in starting your business or nonprofit corporation. Approval of this document secures your corporate name and creates the legal entity of the corporation. Only after this approval can the corporation apply for tax IDs, obtain business licenses, sign contracts, and otherwise conduct business.

Incorporating provides many important benefits:

• Limits the liability of directors, officers, and shareholders
• Fulfills statutory requirements to register your business’s or organization’s name
• Provides governance and adds credibility to the business or organization

The Oregon Secretary of State offers forms and instructions to help with incorporating. Use the correct forms and instructions for a profit/professional or nonprofit corporation.

Before Filing Your Articles of Incorporation

As you prepare to file your articles of incorporation, take time to understand the specific information required on those documents. Documents prepared by non-professionals are rejected for a number of common reasons such as not including a corporate suffix and not providing a valid registered agent address. This guide will help. When in doubt, consult the 2011 Oregon Revised Statutes (ORS), Vol. 2, Title 7 Corporations and Partnerships.

State articles of incorporation templates represent the minimum amount of information you must provide for state approval, but there might be additional provisions you should provide. The IRS requires additional provisions for 501(c)(3) eligibility. State tax exemptions, licenses, B-corporation and other certifications, and even some banking purposes require additional provisions in the articles.

Business Corporations

Profit corporations and professional corporations

How to File Articles of Incorporation for a Business Corporation

Oregon profit articles of incorporation include the following information. Differences for professional corporations are noted. Note that some information is optional.

1

Name of Corporation

The name of your corporation must be distinguishable from all other registered names in Oregon. This includes other corporate names, professional corporate names, nonprofit corporate names, cooperative names, limited partnership names, business trust names, reserved names, registered corporate names or assumed business names of active record with the Secretary of State. Conduct a thorough name availability check before filing your articles of incorporation.

Your corporation must use an appropriate corporate suffix.

• Oregon statutes require including a corporate designator such as “corporation”, “incorporated”, “company”, “limited”, or similar abbreviation.
• Professional corporation names must contain “professional corporation” or an abbreviation such as “Prof. Corp.”, or “P.C.”.

The corporation may not contain the word “cooperative”. (ORS §60.094)

2

Registered Agent

The corporation’s registered agent is the individual or company who is responsible for receiving service of process (notice of lawsuit) and other official correspondence on behalf of the corporation. Deliveries to the registered agent are often made in-person from a designated official, require signature, and are time-sensitive.

Your Oregon articles of incorporation must name the corporation’s registered agent. This individual or company must provide prior consent to serve as your registered agent. A named individual must be a resident of Oregon. Hiring a registered agent company is useful if you have a home office, are regularly out of the office, wish to keep your address off the public record, or do not want to risk receiving a sheriff or process server in front of clients or employees.

3

Registered Agent’s Publicly Available Address

Your Oregon articles of incorporation must name the registered agent’s address (often called the registered office). It is here that the registered agent should generally be available during business hours to receive and sign for legal documents or otherwise act in the capacity of a registered agent. The address must be a street address (not a P.O. Box) and must be located in Oregon.

4

Address where the Division may Mail Notices

Many corporations use the registered office to receive government correspondence, such as a reminder notice when the corporation’s annual report is due. List again the registered office or any address where you wish to receive such notices.

5

Optional Provisions

You may choose to include additional statements in the articles of incorporation. Be aware that any information you include will become part of public record. ORS §60.047 suggests provisions such as:

• The names and addresses of the initial directors.
• The purpose or purposes for which the corporation is organized.
• Provisions regarding managing the business and regulating the affairs of the corporation.
• Defining, limiting and regulating the powers of the corporation, its board of directors and shareholders.
• A par value for authorized shares or classes of shares.
• (Indemnification) The corporation elects to indemnify its directors, officers, employees, agents for liability and related expenses under ORS 60.387 to 60.414.
• A provision authorizing or directing the corporation to conduct the business of the corporation in a manner that is environmentally and socially responsible. (This is important if you will apply for recognition from B-Lab or other body as a certified Benefit Corporation (B-Corporation).

6

Authorized Shares

Shares represent ownership interest in the corporation. State the total number of shares the corporation is authorized to issue. The corporation must list a minimum of one share.

You do not have to issue all shares authorized, that way you have the flexibility to add more shareholders at a later date. In the example of a corporation with three owners, you may authorize 1,000 shares and issue 250 shares to each owner (750 shares issued). This leaves 250 shares to issue to future investors or partners. The corporation may later change the amount of shares authorized by filing an amendment to the articles of incorporation.

7

Professional Services

This section only applies if you are forming a professional corporation. Describe the licensed professional service(s) that the corporation will provide. If desired, indicate indemnification under the professional corporate statutes such as “The corporation elects to indemnify its directors, officers, employees, agents for liability and related expenses under ORS 58.185.”.

8

Incorporator(s)

The incorporator is the individual or company responsible for executing the articles of incorporation. The function of the incorporator usually ends after the documents are filed. More than one incorporator may be used. In Oregon, “One or more individuals 18 years of age or older, a domestic or foreign corporation, a partnership or an association may act as incorporators of a corporation by delivering articles of incorporation to the office for filing. ” (ORS §60.044). Each incorporator must print their name and address. Remember that any information you provide will become part of public record so you may wish to use a business location.

9

Execution

All incorporators must print their name and sign to execute the articles of incorporation.

10

Contact Information

Provide the name and phone number of the individual who should be contacted if the Oregon Secretary of State has any questions while processing the articles of incorporation.

Supplementary Documents a Business Corporation May File with the Articles of Incorporation

Right to Corporate Name

If your corporate name is not distinguishable from others, you may file a certified copy of a final judgment of a court of competent jurisdiction that finds that you have prior or concurrent right to use the corporate name in Oregon.

Filing Fees

Include filing fees ($100) made payable to “Corporation Division”.

How to Elect S-Corporation Status

S-Corporation is a tax election filed with the IRS. By default, your corporation will receive tax treatment as a C-Corporation. Many small businesses find it beneficial to elect S-Corporation tax treatment.

• Electing Subchapter S status helps shareholders avoid the double taxation that applies to traditional C-Corporations.
• S-Corps can also help the owners avoid paying the 15.3% Self-Employment Tax (Social Security and Medicare) on distributions.

Corporations must file form IRS-2553 within 75 calendar days of incorporation to be taxed as an S-Corp. Check with your state’s Department of Revenue if they will automatically recognize your federal IRS tax election or if you need to make an additional application or notification.

Nonprofit Corporations

How to File Articles of Incorporation for a Nonprofit Corporation

You can form an Oregon nonprofit corporation by filing the articles of incorporation forms intended for a nonprofit. Oregon recognizes three types of nonprofit corporations. Before filing, determine which type describes your organization:

• Religious Corporations are used primarily for religious purposes. They may apply for tax exemption under 501(c)(3).
• Public Benefit Corporations are those serve the community at large such as volunteer firefighter departments, grantmaking foundations, and homeless shelters. Any non-religious organization that will apply for exemption under 501(c)(3) is a public benefit corporation.
• Mutual Benefit Corporations serve a limited number of members with common interests. For example, your organization might be a homeowners’ association, snowmobile club, or trade association. These corporations will not apply for tax exemption under 501(c)(3), but may apply for other tax exemptions.

Nonprofit articles must contain the following information:

1

Name of Corporation

The name of your corporation must be distinguishable from all other registered names in Oregon. This includes other corporate names, professional corporate names, nonprofit corporate names, cooperative names, limited partnership names, business trust names, reserved names, registered corporate names or assumed business names of active record with the Secretary of State. Conduct a thorough name availability check before filing your articles of incorporation.

Your corporation is NOT required to use a corporate suffix such as “corporation”, “incorporated”, “company”, “limited”, or similar abbreviation.

The corporation may not contain the words “cooperative” or “limited partnership”. (ORS §65.094)

2

Registered Agent

The corporation’s registered agent is the individual or company who is responsible for receiving service of process (notice of lawsuit) and other official correspondence on behalf of the corporation. Deliveries to the registered agent are often made in-person from a designated official, require signature, and are time-sensitive.

Your Oregon articles of incorporation must name the corporation’s registered agent. This individual or company must provide prior consent to serve as your registered agent. A named individual must be a resident of Oregon. Hiring a registered agent company is useful if you have a home office, are regularly out of the office, wish to keep your address off the public record, or do not want to risk receiving a sheriff or process server in front of clients or employees.

3

Registered Agent’s Publicly Available Address

Your Oregon articles of incorporation must name the registered agent’s address (often called the registered office). It is here that the registered agent should generally be available during business hours to receive and sign for legal documents or otherwise act in the capacity of a registered agent. The address must be a street address (not a P.O. Box) and must be located in Oregon.

4

Address where the Division may Mail Notices

Many corporations use the registered office to receive government correspondence, such as a reminder notice when the corporation’s annual report is due. List again the registered office or any address where you wish to receive such notices.

5

Optional Provisions

You may choose to include additional statements in the articles of incorporation. Be aware that any information you include will become part of public record. ORS §65.047 suggests provisions such as:

• The names and addresses of the initial directors.
• The purpose or purposes for which the corporation is organized. If you will apply for tax exemption under 501(c)(3), consider using the language from IRS Pub Rev-557:
  
  Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
• Provisions regarding managing the business and regulating the affairs of the corporation.
• Defining, limiting and regulating the powers of the corporation, its board of directors and shareholders.
• The characteristics, qualifications, rights, limitations and obligations attaching to each or any class of members.
• (Indemnification) The corporation elects to indemnify its directors, officers, employees, agents for liability and related expenses under ORS 65.387 to 65.414.
• If you will apply for tax exemption under 501(c)(3), consider using the language from IRS Pub Rev-557 restricting distributions:
  
  No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Finally, understand that in general federal and state tax exemptions often require specific language in the articles of incorporation. It is best to research and use the exact language required by your tax-exemption or tax-deductible application in each state and with each agency where you will apply.

6

Type of Corporation

As described in the introduction of this page, determine if your organization is a religious, public benefit, or mutual benefit corporation. State this in the articles as, for example, “This corporation is a public benefit corporation.”.

7

Members

Declare whether the corporation will or will not have members. Members of a nonprofit corporation are like the shareholders of a business corporation.

• (a) “Member” means any person or persons entitled, pursuant to a domestic or foreign corporation’s articles or bylaws, without regard to what a person is called in the articles or bylaws, to vote on more than one occasion for the election of a director or directors.
• (b) A person is not a member by virtue of any of the following rights the person has:
  • (A) As a delegate;
  • (B) To designate or appoint a director or directors;
  • (C) As a director; or
  • (D) As a holder of an evidence of indebtedness issued or to be issued by the corporation.
• (c) Notwithstanding the provisions of paragraph (a) of this subsection, a person is not a member if the person’s membership rights have been eliminated as provided in ORS 65.164 or 65.167.

8

Distribution of Assets Upon Dissolution

Describe how the nonprofit will distribute assets if the corporation is dissolved (terminated). If your organization will apply for tax exemption under 501(c), consider the language from IRS Pub Rev-557:

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Otherwise, if your corporation is a public benefit corporation, the corporation must give its assets to another public benefit corporation upon dissolution. State “Upon the dissolution of the organization, assets shall be distributed to [name the recipient corporation]”.

9

Incorporator(s)

The incorporator is the individual or company responsible for executing the articles of incorporation. The function of the incorporator usually ends after the documents are filed. More than one incorporator may be used. In Oregon, “One or more individuals 18 years of age or older, a domestic or foreign corporation, a partnership or an association may act as incorporators of a corporation by delivering articles of incorporation to the office for filing. ” (ORS §65.044). Each incorporator must print their name and address. Remember that any information you provide will become part of public record so you may wish to use a business location.

10

Execution

All incorporators must print their name and sign to execute the articles of incorporation. Note per ORS § 65.047 “The incorporator or incorporators must sign the articles and before including the name of any individual as a director shall state that they have obtained the consent of each director named to serve.”

*

Contact Information

Provide the name and phone number of the individual who should be contacted if the Oregon Secretary of State has any questions while processing the articles of incorporation.

Supplementary Documents a Nonprofit Corporation May File with the Articles of Incorporation

Right to Corporate Name

If your corporate name is not distinguishable from others, you may file a certified copy of a final judgment of a court of competent jurisdiction that finds that you have prior or concurrent right to use the corporate name in Oregon.

Filing Fees

Include filing fees ($50) made payable to “Corporation Division”.

How to Register for 501(c)(3), Fundraising, and State Tax Exemption

501(c)(3) Federal income tax exemption

Nonprofits may choose to apply for federal income tax exemption. 501(c)(3) recognition also allows donors to make tax deductible contributions. The IRS published rev-557, an informational resource on how to obtain tax exempt status for a nonprofit organization. 501(c)(3) is perhaps the most common and well-known tax exemption category for charitable organizations, however the internal revenue code has exemption categories for many other types of nonprofits organizations. Incorporating the nonprofit and obtaining a Federal Tax ID (EIN) are precursors to applying for 501(c)(3) recognition.

State tax exemptions

501(c)(3) recognition provides income tax exemption on federal taxes. Your state may have additional applications or processes for obtaining state tax exemptions for the corporation. Consider applying for exemptions in each state where the nonprofit will conduct activities.

State fundraising registration

Some aspects of fundraising are regulated by state government. Nonprofits that solicit funds may need to submit registrations with the department of state or revenue in each state where they solicit residents. Be sure to check the procedures for obtaining the authority to solicit, employee solicitors, or otherwise engage in fundraising in each state where you raise funds.

Additional Requirements for Oregon Corporations

Oregon Does Not Have a Publishing Requirement

In some states, corporations are required to publish notice of their intention to or their filing of the articles of incorporation. This is not the case in Oregon.

Oregon Annual Reports

All corporations must file an annual report, due every year on the anniversary the articles of incorporation were filed. The Secretary of State mails a reminder approximately 45 days prior to the due date, but note that many states have ceased sending reminders. The report may be filed online. The fee for business corporations is $100 and for nonprofit corporations is $50. Failure to file the initial report can result in administrative dissolution of the corporation.

Register for Federal Taxes, State Taxes, & Licenses/Permits

After you file your articles of incorporation, you will apply for a Federal Tax ID (EIN), a unique nine-digit number assigned by the IRS to identify your business. State tax registration requirements vary, but the most common registrations are for sales tax and employer taxes. You may also need to get local licenses or permits.

Hold an Organization Meeting & Establish Records

Once the registration process is complete, you should hold an organizational meeting of the incorporators and take minutes of that meeting. At that time, you will ratify corporate bylaws, adopt a shareholders agreement, issue stock certificates and complete a stock ledger, elect directors and officers, and anything else you may want to include. Consider purchasing our corporate kit that stores your documents and contains your corporate seal and stock certificates.

Ongoing Compliance Requirements

Ongoing requirements include annual meetings with minutes, special meetings to make important business decisions, maintaining a registered office, amending your articles of incorporation as needed, and more. For more information on business compliance action items, please consult your Harbor Compliance representative.