How to Incorporate in Oregon

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.

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 Salem
   • 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

   
   

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. 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

11. 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.

12. 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.

13. 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.