Form a Corporation in Oregon.

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Choosing a Corporation Name

Your new corporation’s name must be distinguishable from all other business entities registered or reserved with the Oregon Secretary of State. The name must include the word “incorporated,” “corporation,” “company,” “limited,” or an abbreviation thereof, or words or abbreviations of similar meaning in another language. The name may not, however, include language that states or implies that the corporation is organized for a purpose other than one permitted by state law and its articles of incorporation.

You can reserve a name for up to 120 days from the state filing office website for $50.

Articles of Incorporation

Oregon state law requires that the new Oregon corporation file articles of incorporation with the Secretary of State, including the following:

  • The name and address of each incorporator and initial director.
  • The number of shares that the corporation is authorized to issue.
  • The name and address of the corporation’s initial registered agent.
  • The number of shares that the corporation is authorized to issue.

There must be at least one incorporator, either a natural person of legal age or a legal entity, who signs the articles of incorporation.

Oregon also permits optional provisions to be included in the certificate of incorporation for corporations wishing to specify additional criteria, including:

  • Any limitation on the duration of the corporation’s existence.
  • The names and addresses of the initial directors.
  • A par value for authorized shares or classes of shares.

Oregon allows a corporation to be formed for any lawful business activity. Except for professional corporations, there is no need to state the corporate purpose in the articles.

Registered Agent and Office

Oregon corporations must have a registered in-state agent who is designated to receive official state correspondence. The agent is the person or business entity designated to receive official state correspondence, including notice if the corporation is served with a lawsuit.

Every corporation must have a registered office in the state, which may be any of its places of business.


A corporation is required to keep its bylaws available at its primary executive office, but it is not required to file them with the state. The incorporators or board of directors should adopt the corporation’s bylaws at their first meeting, insuring that there is no conflict with the articles of incorporation or state law. They should also keep the bylaws updated as time goes on.

Bylaws set forth the corporation’s basic operating principles from both the managerial and legal perspectives, and should include, as a minimum:

  • The authority of directors, how many there are, and how long they serve
  • Officers’ duties and responsibilities and how long they serve
  • How major decisions are reached, with or without meetings
  • How, when, and where shareholders’ and directors’ meetings are held
  • How the corporation’s stock is issued
  • Requirements for publishing annual financial information to shareholders


There must be at least one director, but there are no statutory eligibility requirements. However, the articles of incorporation or the bylaws may specify these requirements.

Officers must be listed in the bylaws or elected by the board of directors. The officers of a corporation oversee the day-to-day operations of the organization and carry out the strategic decisions made by the board of directors. There must be at least a president and a secretary. Their titles and duties are stated in the bylaws and/or specified by the board, but they must be organized so as to be able to sign instruments and stock certificates that comply with state law. Officers may appoint other officers in compliance with the bylaws and board of directors. One of the officers will have the duty of recording the proceedings of stockholder and director meetings and authenticating records for the corporation. An officer may hold more than one office simultaneously unless the certificate or bylaws state otherwise.

Requiment Reports

A report must be filed with the Oregon Secretary of State each year on the anniversary of its incorporation date, and must include:

  • The corporation’s name and its state or country of incorporation.
  • The street address of its registered office and the name of its registered agent at that office.
  • The address of the corporation’s principal executive office, if different from the registered office.
  • The names and addresses of the president and secretary of the corporation.
  • The classification code category most closely designating the primary business activity of the corporation.
  • The corporation’s federal employer identification number (EIN).

The corporation must provide its shareholders a report of any indemnifications or expenses advanced to a director in connection with a proceeding by or for the benefit of the corporation, with or before notice of the next shareholders’ meeting.


Oregon imposes a flat rate of 6.6 percent on all corporate revenue generated within the state. Oregon corporations operating in more than one state pay corporate excise taxes according to an apportionment formula, but within the state, the formula is based only on in-state revenue.

Learn more about incorporating in Oregon

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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EIN / Tax ID Number Providing an EIN is required to open a
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Commonly Asked Questions For Starting a Oregon Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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