How Much Does It Cost to Form an OR Corporation?
Legal business registration — and maintaining a status of good standing — involves necessary expenses and investment. Some of these costs are payable to the OR Secretary of State, while others are due to additional state entities or the federal government. Here are some common requirements and fees.
Please note that fees for a State of Oregon business license or permit may be due when you first form your business, on an ongoing schedule or on an ad hoc basis. Find more details below.
Initial Oregon Corporation Filing Fees
When starting a business in Oregon State, you’ll need to file a form and pay a filing fee. Here are the current Oregon corporation filing fees and times:
When you use Incfile to register a business in Oregon, we charge you the state filing fee and forward it to the Secretary of State when we file your incorporation paperwork.
Employer Identification Number
Every corporation in the country should have a unique EIN (Employer Identification Number) from the Internal Revenue Service. You'll use your EIN when you open a business bank account, file taxes and pay employees. You can get one directly from the IRS, or Incfile can get one for you.
If you want to do business in a state other than the one where your business is based, you must create a Foreign Corporation.
Oregon Foreign Corporation Registration
Before you can bring an arm of your business from another state into Oregon, you must request Oregon Foreign Qualification. This means the state gives you permission to conduct business there.
To request registration of a Oregon Foreign Corporation, you must complete an Application for Authority and pay a processing fee of $275. The state may have additional registration requirements, so contact the Oregon Secretary of State directly for more information and to ensure you're in compliance with OR corporation law.
Foreign Qualification to Operate in Another State
If you plan to expand your Oregon corporation into another state, you’ll first need Foreign Qualification or a Certificate of Authority from that state. This is necessary before you can create a physical presence, hire employees or bank in that state.
You'll likely have to complete at least one application and pay a filing fee, but each state has its own requirements. Before you start the process, compare state filing times and state filing fees so you can plan accordingly.
Above all, contact the state government entity that administers business (usually the Secretary of State) to confirm their requirements and for specific instructions.
If you need assistance, Incfile provides a complete Foreign Qualification service for all states.
Oregon Annual Report Requirements
Most states require business entities to file an annual (or other periodic) report. Oregon requires an annual report to be filed once a year with the OR Secretary of State.
When you complete your annual report, you'll file it online, accompanied with a filing fee of $100.
On or before the anniversary of corporation's date of incorporation.
State of Oregon Business License and Permit Requirements
Before you start doing business, you must secure the necessary state, federal or local business licenses and permits to operate your corporation. Some of the fees will only need to be paid once, while others may be ongoing charges. Permits and licenses vary based on:
Permits and licenses vary based on:
You are required to have Oregon corporation bylaws if you form a corporation in the state. You don't need to file them with the Oregon Secretary of State, but make sure you have them with your documents and by all means, continue to follow them.
This document outlines rules for carrying out tasks related to managing your corporation including, but not limited to:
- The number of directors the corporation has
- How they'll be elected, their qualifications and the lengths of their terms
- When, where and how your board of directors can call and conduct meetings
- Voting requirements
The bylaws must then be adopted (and amended, if necessary) by the board of directors and shareholders.
Drafting a set of bylaws can be extremely helpful in making sure you’re organized and can help protect your business from any future changes and events that may affect your business.
Other OR Corporation Filing Requirements and Fees
The State of Oregon requires you to complete a few more tasks before you can begin conducting business.
Appoint a Director
Some states require corporations to appoint a full board of directors. Oregon corporation law requires all corporations to have a board of directors consisting of at least one director.
Issue Stock to Shareholders
To raise business capital and keep it separate from company owners' money, every Oregon corporation must sell stock to its shareholders. The Articles of Incorporation must authorize the sale of at least one class of share, and the corporation cannot sell more shares than are authorized.
Hold Annual General Meetings
This is one area where Oregon differs from other states. You may hold annual meetings, and it's generally a good idea to do so. However, if you fail to do so, Oregon BOCC Chapter 060, § 60.201 states, "A failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action."
Change the Registered Agent
If your corporation is based in Oregon, then you must have a Registered Agent in the state. You'll need to appoint one when you file your Articles of Incorporation. You can also change to a new Registered Agent later by filing a form with the Secretary of State. There is no fee to make this update.
Reserving a Name for Your Corporation
If you're not quite ready to start your business, you can reserve a name for 120 days with the Secretary of State by filing a form and paying a fee of $100. First, conduct a OR corporation search and learn the state's business naming rules to ensure your desired name meets any legal requirements.
Amending Facts About Your Corporation
When you incorporate, the Oregon business forms you fill out include certain facts about your business at that time. Through the years, some or all of this information may change. If it does, you'll need to file Articles of Amendment with the Secretary of State along with a filing fee of $100. You can do this yourself or Incfile can do it for you.
You'll need to file Articles of Amendment when you:
- Change the company's name
- Add, remove or change a director
- Change the Registered Agent
- Change the number of shares your corporation is authorized to issue
- Change any other facet of your business that was listed on the original Articles of Incorporation
Get a Certificate of Good Standing
Some organizations may request that you prove your corporation's compliance with laws and tax requirements. In most states, this proof is provided with a Certificate of Good Standing. In this state, it's an Oregon Certificate of Existence.
If you need to prove you have met your commitments, you’ll need to request a Certificate of Existence from the Secretary of State. You can do this by filing a form with the Oregon SOS and paying a filing fee of $10.
The information listed above details many of the fees a standard corporation will be required to pay in Oregon. In some circumstances, there may be other one-off, periodic or ad hoc fees not listed above.
Of course, your corporation will also probably need to pay federal, state, self-employment (if it's an S Corp) and other taxes. You'll find more information on the Oregon taxes page.