Start a Corporation in Oregon
To start a corporation in Oregon, you’ll need to choose an Oregon registered agent, file business formation paperwork with the Oregon Secretary of State’s Corporations Division, and pay a $100 state filing fee. You can use our tool below to fill out the Official Oregon Corporation Articles of Incorporation, and even download, print, or save your progress, all for free.
The best part is you only need to enter your information once to create a free account and pre-populate your articles of incorporation, corporate bylaws, IRS filings, and ongoing annual filings to maintain your Oregon corporation. You can use our free system to file direct with the state yourself or opt to have us help you out along the way.
How to Start a Corporation in Oregon
An Oregon corporation is a business with a legal existence that is separate from its owners. If properly maintained, a corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.
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 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.
Name Your Corporation
Before you can do anything else, you need to name your corporation. Oregon’s rules for what you can name your corporation are spelled out in OR. Rev. Stat. § 60.094 Here’s the gist. Your corporation’s name must:
- Include either “Corporation,” “Incorporated,” “Limited” or “Company,” either in full or as an abbreviation.
- Not include words or abbreviations that suggest it’s another kind of entity, like “corp” or “limited partnership.”
- Be one-of-a-kind among business names in Oregon.
Already have a business name? Check to see if it’s available.
Can I reserve a business name in Oregon?
Yes. If you’re not ready to form your corporation yet, you can reserve your business name for 120 days by filing a Application for Name Reservation form with the Oregon Secretary of State’s Corporation Division and paying the $100 filing fee.
What’s the difference between my corporation's name and an assumed business name?
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.
Designate a Registered Agent
Next, you’ll need to appoint an Oregon registered agent. A registered agent is someone (yourself, another individual, or a company like us) designated to accept important legal mail on behalf of your business. In Oregon, all corporations are required to have a registered agent. You’ll need to have your registered agent’s name and address ready before you fill out your Articles of Incorporation.
Learn why the pros use a registered agent service.
What does a registered agent do?
The requirements for a registered agent in Oregon are outlined in OR. Rev. Stat. § 63.111. At a minimum, your registered agent must:
- Have a physical address (no PO boxes or virtual offices allowed) in the state of Oregon.
- Keep regular business hours.
- Accept legal mail and correspondence from the Oregon Secretary of State on behalf of your business and get them to you fast.
Can you be your own registered agent in Oregon?
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.
Can I change my registered agent after I start a corporation?
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.
Submit Articles of Incorporation
To officially form your corporation, you’ll need to complete a form called Articles of Incorporation. When the form is completed, you’ll submit it to the Oregon Secretary of State online, by mail, or in person and pay the $100 filing fee.
Note: All of the information on this form will become part of the public record.
To fill out the form, you’ll need to provide the following information about your corporation:
- Name of Corporation. Include an indicator like “Corp” or “Inc.”
- Principal Office. The physical street address of your company’s primary place of business (no PO Boxes).
- Registered Agent. Name and address of whoever accept legal mail on your corporation’s behalf.
- Mailing Address. An address where the Corporation Division will send notices (except legal notifications—those go to your registered agent).
- Authorized Shares. List the number of shares you’re creating for your corporation. You must create at least one share.
- Professional Services. If your corporation offers professional services (for example, medical or law), describe those services.
- Optional Provisions. You may include any additional provisions you wish to include in the Articles of Incorporation here.
- Incorporator. The person who completes and submits your articles.
- Initial President. List the name and address of your corporation’s president (optional).
- Initial Secretary. List the name and address of your corporation’s secretary (optional).
- Individual with Direct Knowledge. You can list a director, controlling shareholder or “an authorized representative with direct knowledge of the operations and business activities of the corporation.”
How can I keep my personal information off the public record?
It’s true that all names, addresses, and phone numbers you list on this form will be readily available online. Marketers will find you, call you, and inundate you with junk mail. Then they’ll sell your information. It’s what they do.
You can keep your personal information private by hiring a registered agent who will let you list their business address as your own on this form—like us. We list our business address across this form so you don’t have to. It’s the best way to guard your privacy when forming a corporation.
How do I file Oregon Articles of Incorporation?
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
Start Your Oregon Corporation Today!
Get Started
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.
Do I need an EIN for my corporation?
Yes. The IRS requires corporations to get an EIN for their federal tax filings. You may also 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.
Write Corporate Bylaws
Bylaws are the internal rules that govern your corporation. 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.
For more on Oregon corporate bylaws (including a free Oregon Corporate Bylaws template), check out our Oregon Corporate Bylaws resource.
Do I need bylaws for my Oregon corporation?
Yes. Oregon Revised Statute § 60.061 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 Oregon Revised Statute § 60.057, 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 is 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?
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.
Ready to Start a Corporation in Oregon?
