How to Incorporate a Business in Oregon

6/26/2018

By Jason Polen

Jason is a Business Lawyer at Staterra Law.

Business owners may want to incorporate their business to protect themselves from personal liability. Below are the steps necessary to form a corporation in Oregon. This information does not apply to forming a Limited Liability Company (LLC).

First, Pick a Name for the Business
The company’s name has to contain the word “incorporated,” “corporation,” “company,” “limited,” or an abbreviation like “Inc.”, “Corp.”, or “Co.”.

Second, File “Articles of Incorporation” with the State
The business is legally incorporated when it files a document called “Articles of Incorporation” with the Oregon Secretary of State. This can be done online or via mail. They must contain the corporate name and address; the name and address of the company agent; the number of shares the corporation is authorized to issue; and the name and address of each incorporator. The filing fee is $100.

Third, Appoint a Registered Agent
An agent is a person or company that agrees to accept legal papers on behalf of your business. The registered agent must have a physical address in Oregon. An owner of the company can be the registered agent, or you can pay a company around $65 - $100 per year to be your registered agent.

Fourth, File for Tax ID Numbers
Your federal “Employer Identification Number” (EIN) is like your company’s social security number. You Oregon Business Identification Number (BIN) is the number your company will use to pay Oregon taxes. There is no filing fee to get these tax ID numbers.

Fifth, File for a Business License
If you are doing business in Oregon, your corporation will need to obtain state and local business licenses.

Sixth, Prepare the Initial Corporate Formalities
At minimum, we recommend you have:

Bylaws are an internal corporate document that explains the rules for operating your corporation. These are not filed with the state.
Shareholder Agreement (also known as a Buy-Sell Agreement) explain the relationship between the shareholders and what happens if someone wants to sell their shares or leave the company.
Subscription Agreement documents the issuance of shares to the owners. If you are bringing on outside investors, you will need to make sure you are complying with federal and state securities laws.
Stock Certificates are evidence of share ownership.
Appointment of Corporate Officers. Oregon requires that a corporation have a President and Secretary (these can be the same person).

Optional: S Corporation Filing
If the business wants to elect to be an S corp for tax purposes, you must submit IRS Form 2553 Election by a Small Business Corporation within 75 days.

If you would like assistance incorporating your Oregon business, feel free to reach out to us. Also check out our Business Startup Packages if you would like us to handle the incorporation of your business.

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3 Comments

Tom Murray

10/15/2020 05:03:46 am

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Tom Murray

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6/22/2021 10:35:50 pm

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