Everything You Need to Know About Oregon Corporations:
Oregon Incorporation Options
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How to Incorporate in Oregon
To start a corporation in Oregon, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Secretary of State, Corporation Division. You can file this document online or by mail. The articles cost $100 to file. Once filed with the state, this document formally creates your Oregon corporation.
Per OR Rev Stat § 60.111 (2019), every Oregon corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit https://sos.oregon.gov/business/pages/find.aspx and search until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Oregon Articles of Incorporation. Follow along with our filing instructions below:
Filing the Oregon Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Oregon business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Name of Corporation
Oregon business corporations must include “Corporation,” “Company,” “Incorporated,” “Limited” or an abbreviation of one of these words in their name. Tip: Most corporations keep it short and sweet with “Corp” or “Inc.”
2. Principal Office
This must be a physical street address (no PO Boxes). Like all the information in your articles, this address will become part of the public record of your corporation. Tip: Hire Northwest as your registered agent and use our Oregon address as your principal address.
3. Registered Agent
For your Oregon registered agent, you can list an individual state resident (like someone in your Oregon corporation) or a business that provides registered agent service (like Northwest). Tip: We recommend Northwest.
4. Registered Agent Address
This Oregon street address again must be a physical address, not a PO Box. Tip: Hire us as your registered agent, and our Oregon office address will go here.
5. Mailing Address
You may have noticed that Oregon requests a lot of addresses. This address is where the Corporation Division will send notices (except legal notifications—those go to your registered agent). Tip: Instead of listing half a dozen different addresses (and trying to remember to update them if they change), hire Northwest and use our address throughout your articles.
6. Authorized Shares
List the number of shares you’d like to create. You must create at least one share.
7. Professional Services
If you’re a professional corporation, you’re required to describe your services. A professional corporation provides state-licensed services (think doctors and lawyers). Tip: Most corporations aren’t professional and can skip this section.
8. Optional Provisions
Have other provisions you’d like to add? For instance, if you want to form a benefit company, you’d have to note this in your articles. Or, if you want to secure protections (indemnity) against personal liability for directors or others in your corporation, you could note this here.
9. Oregon Incorporator
Your incorporator signs your Articles of Incorporation. You must have at least one incorporator, but it doesn’t have to be a director or anyone in your corporation—just someone you authorize to submit your articles. Incorporators must include their names and addresses. Tip: We’ll be your incorporator when you hire Northwest to form your Oregon corporation.
10. Initial President
This section is optional—but you may end up needing to list your president’s name and address later in your articles anyway. Tip: Read ahead a bit and see who you plan to list as your “Individual with Direct Knowledge” in Article 12 before deciding what (if anything) to put here.
11. Initial Secretary
This is optional as well. If you do choose to list this information, note that you can use our address here instead of a personal home address when you hire Northwest.
12. Individual with Direct Knowledge
Yet another name and address! You can list a director, controlling shareholder or “an authorized representative with direct knowledge of the operations and business activities of the corporation.” Typically, your corporation’s president would qualify for the last one—and since you have to list your president’s name and address in your Business Renewal each year anyway, listing your president would help minimize hits to your privacy. Tip: Don’t list a personal home address (even the Oregon Secretary of State website recommends avoiding personal addresses on public documents). You can list our address when you hire Northwest as your registered agent.
Why Have a Registered Agent Form Your Oregon Corporation?
Professionals in Oregon hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is in Keizer, OR. We’re on a first name basis with the people who work in the Corporation Division. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Keizer registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Portland, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding and Business Address
We already accept your legal mail—so why not take it a step further? In every state, we include limited digital mail forwarding for your regular mail too (5 pieces of regular mail a year; $15 a doc after that). Plus, you can list our address as your business address. That means you can have all business mail routed through our office. With both mail forwarding and a business address included, you get a level of security unmatched in the formation industry.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Oregon. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Oregon Corporation Is Formed?
After your Oregon Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my Oregon corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings, and the Oregon Department of Revenue requires an EIN for their business registration. You will also need your EIN when you apply for an Oregon State Tax Identification number (called a Business Identification Number or BIN) and you may be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service. Or choose our VIP service—an EIN is included.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
Do I need bylaws for my Oregon corporation?
Yes. OR Rev Stat § 60.061 (2019) notes that bylaws shall be adopted by the incorporators or the board of directors.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Oregon bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, OR Rev Stat § 60.464 (2019) states that shareholders of an incorporation may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is required by the state of Oregon.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Oregon corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for Oregon organizational meetings?
Per OR Rev Stat § 60.057 (2019) your organizational meeting may be held in the state of Oregon, but it doesn’t need to be. If the initial directors are named in the articles of incorporation, they will hold an organizational meeting at the call of a majority of the directors. If your initial directors are not named in your articles, the organizational meeting will be held by the incorporators. However, you don’t necessarily need to meet in person as long as the proposed action is put in writing and signed by each incorporator.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my Oregon corporation?
To open a corporate bank account in Oregon, you’ll need to bring the following with you to the bank:
A copy of the Oregon corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File Oregon Reports & Taxes
In Oregon, corporations file an Oregon Business Renewal each year, which is submitted to the Oregon Secretary of State, Corporation Division. Your business may also be subject to state taxes including the Oregon’s Corporation Excise Tax and Corporation Activity Tax.
What is the Oregon Business Renewal?
The Oregon Business Renewal a filing you must submit each year. This filing confirms or updates your contact and ownership information. Most of the required information is what you already submitted in your Articles of Incorporation. One additional requirement, however, is to list the names and mailing addresses of your corporation’s president and secretary.
How much is the Oregon Business Renewal?
$100. This is the state fee to submit your mandatory Oregon Business Renewal each year.
When is the Oregon Business Renewal due?
Your renewal and $100 fee are due on the anniversary of when you first registered your business. What happens if you don’t file? After 45 days, the state will dissolve your corporation.
These filings can be easy to forget—which is why we send our clients automatic reminders for your Oregon Business Renewal filings. Or better yet, let us file for you. With our business renewal service, we send you the completed business renewal, then submit the report for you for $100 plus the state fee and any tax owed.
What should I know about Oregon corporate taxes?
Corporations that do business in Oregon are required to file the state’s Corporation Excise Tax and may need to register for and possibly file the Corporation Activity Tax.
The Corporation Excise Tax base is typically income (like a traditional income tax) and has the following rates:
6.6%: $0 to $1 million
7.6%: over $1 million
However, if it results in a higher tax, your tax base could be your corporation’s Oregon sales. In this case, you pay a flat rate. For instance, the rate is $150 for corporations with less than $500K in sales and $500 for $500K to $1 million in sales.
Have an S corporation? S corps pay the the minimum tax of $150.
Some corporations may also be subject to a relatively new tax called the Corporation Activity Tax (or CAT). The CAT is paid in addition to the state’s current corporate income tax and is based on a business’s commercial activity in the state of Oregon.
If your corporation’s commercial activity exceeds $1 million, the tax is computed as $250 plus 0.57% of taxable Oregon commercial activity of more than $1 million. Only taxpayers with more than $1 million of taxable Oregon commercial activity will have a filing and payment obligation. Taxpayers with $750,000 or more of taxable Oregon commercial activity must register for the CAT, and taxpayers with less are exempt from CAT requirements.
While the state has no sales tax, the personal net income tax is one of the highest in the country, topping out at a whopping 9.9%.
Do corporations have to register with the Oregon Department Of Revenue?
Oregon Corporation FAQs
How can I submit the Oregon Articles of Incorporation?
You can file Oregon articles online or by mail. Mailed filings must be submitted to the following address:
Secretary of State
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327
How much does it cost to start an Oregon corporation?
The Corporation Division charges a $100 fee to file Articles of Incorporation.
Hire Northwest to form your Oregon corporation and your total, out-the-door cost is $325. This includes state filing fees, a year of registered agent service, business address, and loads of tools and forms to help get your business up and running. Or, pay just $35 out the door with our VIP monthly payment option.
How long does it take to start an Oregon corporation?
File online and you’ll typically get an email notification of your approval within a day. Or, if you’re in downtown Salem and don’t mind hunting for parking and navigating a government building, you can drop off your filing at the Corporation Division in person and get your approval either that day or the next. Mail your Articles of Incorporation, and you’ll have to wait for the mail, the Corporation Division’s mail sorting, and a filer to process your submission by hand. You’ll get your approval in a few days (occasionally up to a week).
If you hire Northwest to start your corporation, we file online and typically have your Oregon corporation formed within 24 hours.
Does an Oregon corporation need a business license?
Oregon doesn’t have a general business license for all businesses. Instead, hundreds of different occupations and activities are licensed on the state level. (You can do an Oregon Licensing Search here).
Cities and counties often have additional requirements too. For instance, in the City of Portland and Multnomah County, all businesses are required to register for a business tax license (initial registration is free, but you’ll have to file city/county taxes each year). In Bend, however, you’ll shell out a $50 application fee to register your business.
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Oregon corporation?
A corporation formed outside of Oregon—but which conducts business in the state—is considered a foreign Oregon corporation. For example, if you incorporated in Washington but decide to open a storefront in Oregon, you would be a foreign Oregon corporation. This also means you would need to register with the state by filing an Application for Authority with the Oregon Secretary of State, Corporation Division. Foreign corporations are also required to file an annual renewal.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating an Oregon nonprofit requires a different form. The filing fee is lower as well. Oregon nonprofits must also file an annual renewal each year.
How to Order Oregon Incorporation Service
Our OR incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $35 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your Oregon Articles of Incorporation to the Secretary of State, Corporation Division. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Oregon Corporation Division has approved your filing, we notify you that your Oregon corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.