Form a corporation in Oregon.

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.

Bylaws

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

Directors

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.

Taxes

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.