How To Incorporate In Oregon

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1. Choose a Name for Your Oregon Corporation

Check on Available Names in Oregon: When you incorporate your small business in the state of Oregon, the first thing you need to do is choose a unique name for your corporation. You will need to do a search to find out if the name that you have in mind for your corporation is available. You can start by searching online records and other archives and catalogs, including the database of registered Oregon corporations available online at Oregon Corporation.

Reserve a Corporate Name: You might want to reserve a corporate name before the time that you plan to file Articles of Incorporation in Oregon. You can reserve a particular corporate name by submitting a name reservation application to the office of the Oregon Secretary of State. You can find information about reserving a corporate name online at Reserve an Oregon Corporation Name. The name that you submit will be reserved for 120 days and the fee is $100.00.

Filing Trademarks and Doing a Corporate Name Search: You might find that the corporate name that you want to use is available in the state of Oregon but in use by a corporation registered in another state. There may be restrictions on how you use the corporate name that you have chosen. You might want to consult an attorney to learn what these restrictions are and how you can take steps to trademark the name of your corporation.

Oregon Corporate Name Requirements: When you are naming your corporation, keep in mind that in the state of Oregon corporate names must include the word “corporation,” “incorporated,” “limited,” “company” or an abbreviation of one of these words.

2. Find a Registered Agent in Oregon 

Your corporation must have a registered agent who will act as an agent for service of process and receive all legal and tax documents for your corporation.  You may choose an adult resident of Oregon or a corporation as your registered agent, but you may not indicate your corporation as its own registered agent. You might want to use one of the registered agent services that are listed online at Register an Oregon Corporation.  

3. File Articles of Incorporation with the Oregon Secretary of State

Minimum Requirements: When you have decided on a corporate name and a registered agent, you can prepare to file Articles of Incorporation with the Oregon Secretary of State. The form for this document can be found online at File an Oregon Corporation. The Articles of Incorporation of your corporation needs to include the name of your corporation, the name and address of your registered agent, the number of shares authorized by your corporation, and the name and signature of each incorporator.

Other Oregon Legal Provisions: In your Articles of Incorporation document, you may include other legal provisions in addition to the minimum requirements listed above. It is best to consult an attorney when you are deciding which additional provisions you should include, since an attorney can help you to know which additional legal provisions are most important for your corporation.

Where to Submit Form: You can file online or mail the completed Articles of Incorporation document to the office of the Secretary of State, Corporation Division, 255 Capitol St. NE, Suite 151, Salem, OR 97310-1327.  

Filing Fee: The fee to file Articles of Incorporation in Oregon is $100.00.

4. Create Other Oregon Incorporation Documents (Corporate Kits)

You can start taking other actions in your corporation once you have filed Articles of Incorporation. These other actions could include appointing officers and directors, adopting corporation bylaws, issuing stock certificates, obtaining a tax ID number, and acquiring the appropriate business license. You should consider creating other kinds of corporate documents such as buy-sell agreements, shareholders agreements that determine when stock can be sold, and documents that describe what happens if an owner decides to leave the company one day. These kinds of corporate documents could turn out to be very useful, especially if your corporation has multiple owners. You should consult an attorney or a professional corporate service company when it is time to draft these important documents so that you can be sure to comply with all legal requirements.

5. Qualify Your Oregon Corporation to Do Business in Other States

You need to qualify your corporation in order to do business in other states.  If the main office of your corporation is located in another state, you will need to qualify your corporation in that state before you can do business there. Most states require you to pay taxes in your home state. For more information about how to qualify your corporation to do business in other states, go to Doing Business in other states.

6. Make Annual Filings and Pay Annual Fees and Taxes in Oregon

Oregon requires corporations to file an annual report. The first annual report is due on the first anniversary of incorporation. After the first year, the Business Registry office will mail a coupon that you can return with the appropriate fee.  The fee to file your annual renewal is $100.00. You can also file your annual report online at Oregon Corporation Fee.

All corporations registered in Oregon are subject to state income taxes. Each year you will need to file a corporate income tax form and pay the required income taxes. For more information about the corporate tax in Oregon, visit the official website of the Oregon Department of Revenue at Oregon Corporation Tax. You should consult a professional accountant when it is time to prepare your tax documents so that you avoid costly mistakes in your tax documents.

You will make many decisions when you are in the process of incorporating your small business. These decisions can become complex, especially if your corporation has multiple owners. You should consult an attorney and an accountant when you are incorporating your small business so that you can have confidence that the paperwork for your corporation is being prepared correctly.

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This site is for informational purposes only and does not constitute legal, financial or tax advise. The information on this site should not be relied upon as an official source of information and should be independently verified.


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