Start a Corporation in Oregon

Your corporation’s legal name is the one stated on your Articles of Incorporation.

An assumed business name, also sometimes called a fictitious business name (FBN) or doing business as name (DBA), is any name that you do business under other than your corporation’s legal name (or your own legal name, if you’re a sole proprietor). In Oregon, if you choose to do business under an assumed business name, you need to register that name with the Secretary of State.

Learn how to obtain an Oregon DBA.

Yes. If you don’t mind listing your name and address on the public record, you can be your own registered agent in Oregon. You’ll have to keep regular business hours at this address and be available to accept legal mail in person.

Yes. You can change your registered agent in Oregon anytime by filing a Change of Registered Agent/Office form with the Secretary of State. Changing your registered agent in Oregon is free.

You can submit your articles online, by mail, or in person.

Mail and in person:
Secretary of State – Corporation Division
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327

Online:
Oregon Business Registry

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.

You’ll need to include identifying information on each beneficial owner. Corporations formed in 2024 or later also need to provide information about your company applicant. You will also need to report some information about the corporation itself.

Beneficial owner and company applicant information:

• Full name
• Birth date
• Residential or business street address
• Personal identification document (such as a driver’s license or passport) and ID number

Company information:

• The corporation’s legal business name
• Any assumed business names/DBAs
• Physical business address
• State of incorporation
• Employer Identification Number (EIN)

Yes, you’ll need to file an updated BOI Report when the information you reported changes. For example, if your corporation changes its name, its owners or gets a new CEO. Updated reports must be filed within 30 days after the change occurs.

No. Unlike the information on your Oregon Articles of Incorporation, the BOI Report isn’t available to the public. The information on your report will only be accessible by government agencies and law enforcement. Financial institutions will only be able to access the information when confirming customer identity.

Yes, there are 23 classes of exemption from the BOI Report. Exemptions include (but aren’t limited to):

• Large operating companies
• Most financial companies, such as banks and credit unions
• Investment companies registered with the Securities and Exchange Commission (SEC)
• Insurance companies registered with a state or federal agency
• Public utilities companies registered with a state or federal agency
• Tax-exempt entities

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.

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.

$100. This is the state fee to submit your mandatory Oregon Business Renewal each year.

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.

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%.

Yes, if you conduct business in Oregon, you’re required to register with the Oregon Department of Revenue. You can register on the Department of Revenue’s website. You’ll need your EIN before you can register.