How to Incorporate in Oregon

Order your Oregon Incorporation online. It's easy, inexpensive, and guides you through the decisions to set up your corporation the way you want.

  • Trusted formation services. We serve the compliance needs of 40,000 companies (and counting).
  • Immediate online access to your incorporation wizard, project status, and powerful integration with the secretary of state database to detect when your corporation has been approved.
  • Affordable investment starting at $99 to set up your limited liability protection.
- Rated 4.2/5 by 143 clients on Google
Order Now
An abstract background of blue waves

Education

If you’re looking to incorporate in Oregon, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.

Paperwork Cost Time
  • Incorporation: $100
  • Incorporation: ~1 business day online or in-person/courier. ~1-2 business days by fax. ~7-10 business days by mail.
  1. Choose a Corporate Structure

    Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Oregon".

    Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Oregon".

    C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

  2. Check Name Availability

    The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

    Name Search:
    Name Reservation: Optional
    Suffix Requirements:

    A corporate name shall contain one or more of the words corporation, incorporated, company or limited or an abbreviation of one or more of those words. A corporate name shall be written in the alphabet used to write the English language and may include Arabic and Roman numerals and incidental punctuation. 
    ORS §60.094

  3. Appoint a Registered Agent

    Before you officially file to create your Oregon LLC, you will need to decide who your Oregon registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.

    State law requires every LLC to have a registered agent. The registered agent is designated when you file Oregon articles of organization with the Oregon Secretary of State - Corporations Division.

    Our reliable registered agent service fulfills this requirement. You get:

    • Same-day documents from our local office in Portland
    • Immediate online access to state forms with our address and, where required, our signature
    • Annual fees from $89 to $99 per state with no additional charges

    Order Now
  4. File Oregon Articles of Incorporation

    File the articles of incorporation to create your corporation.

    Agency:Oregon Secretary of State - Corporations Division
    Form:

    ​Articles of Incorporation

    Filing Method:

    Mail, in-person/courier, fax, or online

    Agency Fee:

    $100

    Turnaround:

    ~1 business day online or in-person/courier. ~1-2 business days by fax. ~7-10 business days by mail.

    Law:

    ORS c60

  5. Establish Bylaws & Corporate Records

    Your corporation must keep correct and complete books and records.

    Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.

    A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).

    Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:

    • Meeting minutes
    • Shareholder resolutions
    • EIN verification letter
    • Amendments and other filings made to the corporation over its lifetime

    Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.

  6. Appoint Initial Directors

    The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

  7. Hold Organizational Meeting

    Hold the organizational meeting of the incorporators or initial directors in compliance with ORS §60.057. You may hold the meeting in our outside of Oregon. Keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Directors Officers
    • Number: One or more required.
    • Qualifications: None.
    • Quorum: Majority of directors, unless bylaws or articles of incorporation fixes a different number. No less than one third.
    • As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
  8. Issue Stock Certificates

    The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Shareholders Annual Shareholder Meeting
    • Qualifications: N/A
    • Stock Certificate: Not required.
    • Voting Trusts Allowed: Yes.
    • Required: Yes.
    • Action by written consent: Allowed if enough shareholders consent to equal the number required to take action by vote.
  9. Get a Federal Employer Identification Number (EIN)

    Your corporation must obtain an EIN regardless of whether it will hire employees.

    Submit to: Internal Revenue Service
    http://www.irs.gov/
    Form: IRS Form SS-4
    Guidance: IRS Pub 1635: Understanding Your EIN
    Filing Method: Mail, phone, fax, or apply online with the IRS
    Fee: $0
    Turnaround: Immediately online
    Notes: The IRS website is only available during certain hours. Print your EIN before closing your session.
  10. Report Beneficial Ownership Information to FinCEN

    As of January 1, 2024, millions of entities in the US need to report beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN) as part of the Corporate Transparency Act (CTA). Non-exempt corporations formed before that date must submit BOI by December 31, 2024, while those formed after must submit it within 30 days of formation. Our BOI Reporting Service includes up to four initial, updated, and corrected reports per year, ensuring the data you report to FinCEN is kept up to date.

  11. Get Oregon State Tax Identification Numbers/Accounts

    Oregon does not have a general application to register your corporation for all state taxes. Apply for the individual tax accounts / licenses / permits required:


    Agency:Oregon Department of Revenue
    Notes:Oregon Department of Revenue - Business Taxes
  12. Consider Electing S-Corp Taxation

    By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

    • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
    • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
  13. Obtain Business Licenses & Permits

    To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.


    Oregon Business License

    Not required



    General Business License licensure is not required on the State level in Oregon.

    Oregon does not have a general business license at the state level, but local licenses are often required.

  14. Ongoing Filings to Maintain Your Corporation

    You must file federal and state tax returns.


    Annual Report

    Many states also require business entities to file an annual report to maintain good standing with the secretary of state.

    Agency:Oregon Secretary of State - Corporations Division
    Filing Method:

    Online

    Agency Fee:

    $100

    Due:

    Annually by your registration anniversary day. So if you incorporated on March 15th, then your annual report is due every year by March 15th. You may start filing 45 days prior.

    Law:

    Oregon Statutes § 60.787.

    Penalties:

    No late fee. Your entity status becomes 'inactive' in public records. Your business can be dissolved or revoked at 45 days late.

    Notes:
    • Anyone with authority may file.
    • Original signatures are not required.

    For more details, see our Oregon annual report information center page.

    You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your Oregon corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.

    Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.

Helpful Tools

We use Harbor Compliance fairly regularly for new business formation and as registered agents. They have consistently provided great service very quickly. They have also been extremely responsive to both emails and phone calls.
TimRoute Consultant, Inc.
Harbor Compliance provided excellent customer support and handle everything in establishing my corporation in Texas. They set up my new corporation, obtained a Federal EIN# and provided By-Laws for my corporation quickly and efficiently. John and Cliff both were responsive and provided answers right away to my questions. I am very happy to have relied on Harbor Compliance and will use them again for any future needs.
HarrySidere Technology, Inc.
Thank you Harbor Compliance. We are a small contractor business out here in NYC. We came across Harbor Compliance searching online, gave them a call on Tuesday noon, told them our situation, what we needed over the phone, all papers filed and sent back to me Friday morning. Thank you so much for your prompt service Harbor Compliance!
MichaelMHLin and Partners Inc.