To establish a corporation in Oregon, here's everything you need to know.
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To form a corporation in Oregon, you need to take the steps set forth below. To find out what's required to form a corporation in any other state, see Nolo's 50-State Guide to Forming a Corporation.
1. Choose a Corporate Name
Your corporation's name must contain the word the word "incorporated," "corporation," "company," "limited," or an abbreviation thereof, or words or abbreviations of similar meaning in another language.
Your corporation's name must be distinguishable from the names of other business entities already on file with the Oregon Secretary of State. Names may be checked for availability at the Oregon Secretary of State business name database. You may reserve a name for 120 days by filing an Application for Name Reservation with the Oregon Secretary of State. The reservation may be filed online through the Oregon Business Registry webpage or by mail. The filing fee is $100.
2. File Articles of Incorporation
Your corporation is legally created by filing Articles of Incorporation with the Oregon Secretary of State. The articles must include the corporate name and address; the name and address of agent for service of process; the number of shares the corporation is authorized to issue; the name, address, and signature of each incorporator; the names and addresses of the president and initial secretary; the name and address of one individual (human being) who is a director, controlling shareholding, or authorized representative with direct knowledge of the corporation's activities.
The articles may be filed online or by mail. The filing fee is $100.
3. Appoint a Registered Agent
Every Oregon corporation must have an agent for service of process in the state. This is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it is sued. The registered agent may be an Oregon resident or a business entity authorized to do business in Oregon. The registered agent must have a physical street address in Oregon. The agent should agree to accept service of process on your corporation's behalf prior to designation.
4. Prepare Corporate Bylaws
Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they (1) establish your corporation's operating rules, and (2) help show banks, creditors, the IRS, and others that your corporation is legitimate. For corporate bylaw forms, see Nolo's website or Incorporate Your Business, by Anthony Mancuso (Nolo). Corporate kits also typically contain sample bylaws.
Keep your bylaws, articles, stock certificates, minutes of shareholder and director meetings, and other important papers in a corporate records book. You can use a three-ring binder or order a corporate records kit through a corporate kit supplier.
5. Appoint Initial Directors and Hold First Board Meeting
The incorporator—the person who signed the articles—must appoint the initial corporate directors who will serve on the board until the first annual meeting of shareholders (when the board members who will serve for the next term are elected by the shareholders). The incorporator must fill in an "Incorporator's Statement" showing the names and addresses of the initial directors. The incorporator must sign the statement and place a copy in the corporate records book. The statement need not be filed with the state. For a sample Incorporator's Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).
At the first board meeting, the directors appoint corporate officers, adopt bylaws, select a corporate bank, set the corporation's fiscal year, authorize issuance of shares of stock, and adopt an official stock certificate form and corporate seal. Share issuances by small privately held corporations are usually exempt from federal and state securities laws--see the Nolo Corporations FAQ.
Record the directors' actions in corporate minutes prepared by the incorporator or any of the directors. For corporate meeting minute forms, see Nolo's website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).
6. File an Annual Report
All Oregon corporations and foreign corporations authorized to do business in the state must file an Annual Report with the Oregon Secretary of State. Annual reports are due for the year in which they are filed. The annual report must be received by the Office of the Secretary of State prior to the anniversary date to avoid late filing penalties. Annual reports and renewal forms are mailed approximately 45 days prior to the renewal due date. You may file the report online through the Oregon Secretary of Business Registry Web Renewal webpage. The fee for filing the annual report is $100 for domestic corporations and $275 for foreign corporations.
7. Obtain an EIN
Your corporation must obtain a federal employer identification number (EIN). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
FAQs
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