Our Step By Step Guide

How to form a corporation in Oregon

Forming a corporation provides liability protection for any type of business, and should be among the first steps you take as a new business owner. Starting a corporation can help you protect your personal assets while adding legitimacy to your company. Follow our step by step guide or let us handle the paperwork on your behalf, ensuring your business is filed quickly and accurately.

Form a Oregon Corporation for just $99 + state fees

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Why start your business in Oregon?

Did you know major corporations like Nike like Oregon home to their business headquarters? Thanks to Oregon's continued annual growth rate and low unemployment rates, major corporations may find their offices thrive in Oregon. Dreaming of taking your corporation to the West Coast? Let's see how you can form an Oregon corporation.

Two Ways to Register Your Business

MyCorporation® can help you file all of the necessary documents to form your corporation in Oregon.

File and submit the formation paperwork yourself

Our free guide provides you with all of the information you'll need to form your corporation in Oregon. Bookmark this page as a reference so you can return easily as you complete each step of the process.

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See other business types

Are you looking for another entity type? We offer several other guides for the state of Oregon.

What kind of entity should you form for your business? While each entity formation offers its own benefits, forming a Corporation (also referred to as a general for-profit corporation or C Corporation), is a common entity chosen by new businesses.

One of the reasons for the entity's popularity is that a corporation provides a business with a great deal of structure. A corporation can deduct certain benefits, like employee health insurance and dental plans, which can add up to substantial tax savings per year. Additionally, corporations allow the issuance of stock, which helps attract investors and venture capitalists that may want to invest in your business.

Corporations may also enter legal contracts, borrow money or take out loans, hire employees, and create initial public offerings (IPOs) to take their businesses public.

The Benefits of a Corporation

  • Limit your legal and fiscal responsibility.
    Incorporating your business separates you from your business as a separate legal entity, preventing you from being fully responsible for any debts accrued by your business.
  • Build Credibility
    Adding a corporate indicator like "INC." at the end of your business name immediately indicates credibility to potential investors, customers, or business partners.
  • Potential tax advantages
    Forming a corporation may provide a tax advantage for some businesses, allowing additional deductions for operating expenses, advertising, employee compensation, and more.

Compare the main entity types below

Entity Type
Liability
Taxation
Maintenance
Limited Liability Company Combines limited liability protection with a pass-through tax structure. IRS rules allow LLCs to choose between being taxed as partnership or corporation. The easiest entity to maintain with the least amount of formal annual requirements.
Corporation Owners / shareholders have limited personal liability for business related debts. Separate taxable entity, corporate profits among owners and corporation. Meetings are required to maintain corporate status. Stock may be sold to raise capital.
Non-Profit Corporation A corporation formed for a charitable, educational, religious, literary, or scientic purpose. Contributions to charitable corporation are tax-deductible. Can get tax exempt status with the IRS. Annual reports, minutes, meetings are required to maintain nonprofit / tax exempt status.
Tip: Try our free entity choice tool. Answer a few simple multiple choice questions about your business, and our tool can recommend the entity type that best fits the needs of your business.

The next step will be to decide on a name for your business. Choose a name that is memorable and unique, easy to understand and pronounce, and accurately represents your business. You'll want to search your name choices on the web to quickly find out if they are already taken. It's also best to jot down one or two alternatives, in case the name you settle on is not available for registration in Oregon.

There are a few rules that Oregon limited liability companies must follow in order to register a name.

  • The name you choose must be unique and not "confusingly similar" to the name of any other Oregon business. This is to prevent fraud or misrepresentation and is a common rule in all 50 states. In the state of Oregon, your business name must be "distinguishable on record" before you may file for the name. You can find out whether a name is available in Oregon with the help of their Business Name Availability Check function. This determines whether or not someone has the business name you're considering filing in Oregon. Be sure to check variations or alternate spellings as well, otherwise your filing may be rejected.
  • Please keep in mind that the state of Oregon does not consider the following aspects when determining if the business name is available for filing.
    1. Words that tell what kind of a business entity it is, including "Inc.," "LLC," "Co.," and "Corp."
    2. Words that don't really change the meaning of the name
    3. Plurals
    4. Punctuation, including periods, commas, and apostrophes
    5. Capitalizations

You can learn more about how to choose and register a business name and other important statutory information through the Oregon Secretary of State.

Tip: A business name check is included with every one of our business formation packages. We check with the state to determine the availability of your business name automatically. You can also conduct a nationwide business name search here.

Most states require that you designate a registered agent for your business, and Oregon is no exception. A registered agent acts as the state's means to communicate with a business and is responsible for receiving legal and official documents related to the business.

In the state of Oregon, most entities on record with the Secretary of State must maintain a registered agent and address in Oregon. A P.O. Box is not accepted as a registered agent address. A member of the LLC can act as the registered agent if desired, or you may also use a third-party registered agent service like MyCorporation.

It should be noted that registered agent information is made publicly available. This can cause privacy concerns for business owners who do not wish to list their personal contact information on the internet for everyone to see. It is also common for the registered agent to become a target of spam or robocalls since this private information is relatively easy to obtain. Another issue that may arise is that in the case of a lawsuit, these documents would be hand delivered directly to the registered agent, and in the case that you used your business location for this purpose, this could occur in front of your customers. This is why many business owners opt for a third-party registered agent service such as MyCorporation to act as a registered agent on behalf of their business.

Another issue that may arise is that in the case of a lawsuit, these documents would be hand delivered directly to the registered agent. In the case that you used your business location for this purpose, this could occur in front of your customers. This is why many business owners opt for a third-party registered agent service such as MyCorporation to act as a registered agent on behalf of their business.

Tip: Our Deluxe and Premium formation packages include a full year of registered agent services for your business. We also offer standalone registered agent services which you can add to your business later.

The state of Oregon requires you to file Articles of Incorporation with the Oregon Secretary of State to start a corporation. Please keep in mind that the filing fees differ whether you're filing as a for-profit corporation or nonprofit corporation. This document includes basic information about the Oregon corporation such as:

What information should be included in the Articles of Incorporation?
  • Name of the corporation
  • Principal office address of the corporation including street and mailing address
  • Registered agent name and mailing address
  • True name and mailing address of the incorporator(s)
  • Classes of shares and number of shares of each class that the corporation is authorized to issue
  • True name and mailing address of the individual causing the document to be delivered for filing

A filing fee of $50 is also required when submitting the Articles of Organization. Payments must be made payable when filing online. At the present time, paper forms are not accepted when filing Articles of Organization.

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Corporate bylaws are a detailed set of rules agreed upon and adopted by the board of directors after a corporation is formed, that specify the internal management structure of the corporation. They are typically drafted by the corporation's founder or directors. Corporate bylaws are not submitted to the state.

The state of Oregon does not require a corporation to create bylaws upon approval of the Certificate of Incorporation, but it is strongly recommended. Bylaws allow a business to maintain consistency in the way it operates and communicate organizational rules to help avoid conflicts and disputes. They cover how directors are elected, meetings are organized, and officer roster and summary of duties. In addition to management, bylaws specify details about ownership rights, annual meetings, and the addition or removal of officers and directors.

If you are not sure how to create corporate bylaws, you can purchase MyCorporation's customized Minutes and Bylaws Package. This kit provides you with the internal documents required to fulfill your corporate formalities and properly operate your business after incorporating.

The board of directors of a corporation are normally elected by the shareholders. However, for a new business, the incorporator (the person who signed the Certificate of incorporation) will often designate the initial directors if there are no initial directors named in the certificate of incorporation. This is done by creating the "Statement of Incorporator" which will list the names and addresses of the initial directors of the business. The statement of incorporator is then signed by all of the incorporators, which passes all elements of control over to the initial directors. This is filed not with the state, but in a corporate minute book of the incorporation. It is kept as part of the corporate record.

The first meeting of the board of directors is an important time in the life cycle of a corporation. During this meeting, the initial directors of the business will adopt the corporate bylaws, set the fiscal year, and appoint corporate officers. It is also common to authorize the issuance of shares of stock to the founders of your company, usually in exchange for assets.

This meeting, and all future meetings of the board of directors, must be recorded in corporate minutes. Minutes are documents that detail what was discussed and any decisions the business makes during meetings. They are stored with the corporate records.

Corporate minutes are required for all Oregon corporations by law. Falling behind on keeping and maintain minutes can jeopardize the corporation's liability protection and overall tax advantages. It is important to maintain updated corporate minutes and keep copies of all the signed and approved minutes or actions by unanimous consent from any special or annual meetings of the corporation's shareholders and directors.

Stock is a representation of ownership in your corporation. When your shareholders purchase stock, they are buying a small piece of your business. Although it's not legally required, it is common that most corporations will issue paper stock certificates to their shareholders.

In a private company (not publicly traded on the stock market), you can set the value to each stock however you see fit in your corporate bylaws. For example, one share could be worth $10 or $10,000, either would be completely acceptable.

Tip: MyCorporation can help you issue stock certificates for your business, allowing you to raise money by way of outside investment.

Which licenses and permits are required to operate a business in Oregon? Check in with the Oregon Secretary of State's city hall or county clerk to obtain necessary licenses for your business. You may also learn about special licenses, like liquor licenses, your small business may need to obtain as well.

In the event that you need a bit of help, you may also turn to MyCorporation's business license compliance package. Our skilled professionals will do the work for you. We identify all of the licenses required by your business and provide you with the information you need in order to file.

An EIN (also referred to as a Federal Tax ID) is a nine-digit number that is issued by the IRS and used to uniquely identify your business for tax purposes. Think of it as a Social Security Number (SSN) for your business, except an EIN is less sensitive. It is important to wait until the LLC has been approved by the state before applying for an EIN. For that reason, filing for an EIN is one of the last things to do when you are setting up a business.

  • Open business checking, savings, or investment accounts
  • File taxes for the business
  • Complete payroll for employees if applicable
  • Obtain lines of credit and credit cards, as well as "build credit" for your business
  • Apply for applicable business licenses when required.

You will only need a few pieces of information to file including your mailing address and legal business name. You can apply online with the IRS by downloading IRS Form SS-4, or work alongside a third party organization like MyCorporation to complete an EIN application.

corporation Formation Packages

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BASICS
$99
  • Articles of
  • Name Availability Search
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STANDARD
$124
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  • Name Availability Search
  • Annual Report service
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DELUXE
$224
  • Articles of
  • Name Availability Search
  • Annual Report service
  • Registered Agent services
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Frequently asked questions

In Oregon, a Professional Corporation (PC) is formed in order to provide professional services within a single profession. Generally, this may include the following professions:

  • Accounting
  • Acupuncture
  • Architecture
  • Chiropractic
  • Clinical social work
  • Dentistry
  • Law
  • Marriage, family, and child counseling
  • Medicine
  • Speech-language pathology and audiology
  • Nursing
  • Optometry
  • Osteopathy
  • Pharmacy
  • Physical therapy
  • Physician assistants
  • Podiatry
  • Psychology
  • Shorthand court reporters

A professional corporation provides the same benefits of a standard Corporation, with the additional formation requirement of proving the business has an effective certificate of registration issued by the governmental agency regulating their profession. Professional corporations are also governed by the agency responsible for overseeing the profession they engage in, and may have rules or limitations on the choice of name or ownership requirements.

If you choose to register a corporation online it may take as little as a day or two to start a corporation in Oregon. You may register online through the Oregon Secretary of State portal.

In order to keep your corporation in good standing, there are certain recurring requirements that must be met.

  • All corporations must file an Annual Statement with the Department of State each year.
  • Profitable Oregon corporations must submit and pay required annual tax returns, and pay out estimated corporation taxes.
  • Corporations must hold an annual meeting of the directors logged with corporate minutes.
  • Corporations must hold an annual meeting of the shareholders.

In order to form a corporation in Oregon, you will be required to pay various fees for services. The breakdown of the required fees are as follows:

  • Articles of Incorporation Filing Fee - $100
  • Application for Name Reservation - $100
  • Application for Name Reservation - $20

In total, expect to set aside at least $250 to form a Corporation in .

According to the Oregon Secretary of State, foreign entities that wish to transact business in Oregon must first obtain a certificate of good standing from the Secretary of State. Businesses in good standing may print off their certificate of good standing for free from the Oregon Secretary of State.