How to Incorporate in Oregon

Oregon Secretary of State – Corporation Division
255 Capitol Street NE – Suite 151
Salem, OR 97310-1327

503.986.2200 telephone

Statutory Authority: Oregon Business Corporation Act — Or. Rev. Stat. § 60 (2011)

Oregon Incorporation General Filing Instructions

1. Conform availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. Prepare a letter of Transmittal.
4. If paying by credit card, complete the “Credit Card Cover Sheet.”
5. Submit the completed documents, along with a photocopy and your filing fees, to the Oregon Secretary of State.

Oregon Articles of Incorporation

The following information is legally necessary and sufficient to for a for-profit corporation in Oregon:

1. Company name
2. Registered agent name and address
3. Mailing address
4. Optional provisions
5. Number of authorized shares
6. Name and address of each incorporator
7. Signature and printed name of each incorporator
8. Contact person name and phone number

Oregon Incorporation Fee Schedule

Name Reservation: $100.00
Articles of Incorporation: $100.00
Application for Authority: $275.00
Certified Copy: $15.00
Annual Renewal: $100.00
Articles of Dissolution: $100.00

Company Name

Your company name must end with a corporate designator. In Oregon the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”

Conduct an entity name search on the Oregon Secretary of State’s website to confirm the availability of your company name.

If the name you want is available you can reserve it for 120 days by completing the “Application for Reservation of Name” and mailing it to the Secretary of State. You must phone 503-986-2200 to obtain this form.

Registered agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

Oregon requires that every business entity have and maintain a registered agent in the state. The registered agent may be either an Oregon resident or active Oregon business entity that has an Oregon street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are an Oregon resident and have an Oregon street address.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form an Oregon corporation. Nevertheless, Oregon permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File an Annual Renewal.

Registering as a Foreign Entity

1. Complete the “Application for Authority to Transact Business – Business/Professional.”
2. Provide a web-verifiable registry number from the entity’s home jurisdiction or attach an official certificate of existence, current within 60 days of delivery to the Oregon Secretary of State.
3. Submit the completed document, along with the $275.00 filing fee, to the Oregon Secretary of State.

Dissolving an Oregon Corporation

1. Complete the “Articles of Dissolution.”
2. Submit the completed document, along with the $100.00 filing fee, to the Oregon Secretary of State.

How to Incorporate in Oregon
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