How to Incorporate in Oregon

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:	Oregon Secretary of State - Corporations Division
   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

   Identify the corporation’s Oregon registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

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
   Fact Checked:	6/16/17

5. Establish Bylaws & Corporate Records

   Your corporation must keep correct and complete books and records.

   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 and 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.
   ORS §60.771

   Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.
   
   Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.
   
   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 the articles of incorporation (ORS §60.061). You will review and ratify the bylaws at your first board of directors meeting.

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
    Fact Checked:	5/12/20

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.

    Registration Not Required

    Not required

    
    
    

13. Ongoing Filings to Maintain Your Corporation

    You must file federal and state tax returns. You must also file:

    • Oregon corporations are required to file a Oregon Annual Report.