How to Form an Oregon Corporation

Four Oregon entrepreneurs deciding how to form an Oregon corporation.

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Forming an Oregon Corporation is Easy

Forming a corporation in Oregon is a simple process that is achieved by filing the Articles of Incorporation with the Secretary of State. In the guide below, we will show you step-by-step how to start a corporation in Oregon.

Step 1: Create a Name For Your Oregon Corporation

When naming your Oregon corporation, you will need to:

  • Follow Oregon Name Requirements
  • Complete a Name Search With the Oregon Secretary of State
  • Consider Securing a Domain Name (URL)

To learn more, read our How to Name a Business in Oregon guide.

Need help naming your business? You can use our business name generator to find the best name for your corporation.


Name Requirements

First, you will need to choose a name that complies with Oregon Secretary of State naming guidelines:

  • Your name must contain the word “corporation,” “company,” “incorporated,” “limited,” or an abbreviation of one of these terms.
  • Your name cannot include the word "cooperative."
  • Your name must be distinguishable from any existing business in the state. This includes Oregon reserved names.
  • Your name may include the following special characters:
    • asterisk (*); “at” sign (@); backslash (/); left brace ( { ); right brace ( } ); caret (^); dollar sign ($); “equal to” sign (=); “greater than” sign (>); “less than” sign (<); number sign (#); percentage sign (%); plus sign (+); tilde (~); and underscore (_).
  • Your name may include the following punctuation:
    • apostrophe ( ‘ ); left bracket ([ ); right bracket( ]); colon (:); comma (,); dash or hyphen (-); exclamation point (!); left parenthesis (( ); right parenthesis ( ) ); period (.); question mark (? ); single quote mark (“ ); double quote mark ( “ ” ); semicolon (;); and slash ( / ).
  • Your name cannot imply in any way that the business is an agency of the state or any of its political subdivisions without approval.

For more information, you can read Oregon state statute 60.094 about corporation naming guidelines and the Oregon Secretary of State’s naming guidelines page.


Name Search With the Oregon Secretary of State

You will need to check name availability by searching the business name database on the Oregon Secretary of State’s website.

This tool is also useful if you decide to register an assumed business name or DBA (Doing Business As) for your company. For detailed information about setting up a DBA for your Oregon corporation, check out our How to File a DBA in Oregon guide.

Name Reservation

If you have a name in mind, but aren’t ready to officially form your corporation, you can reserve your name. Your business name can be reserved for 120 days by filing a Name Reservation form with the Oregon Secretary of State.

To file, you can request a name reservation form in Oregon by calling (503) 986-2200 or via email on their website.


Secure Domain Name

We recommend checking to see if your business name is available as a web domain (URL). Even if you don't plan to make a business website today, you may want to buy the web address in order to prevent others from acquiring it. It’s free to search.

Find a Domain Now

Service provided by GoDaddy.com

After registering a domain name, consider setting up a professional email account (@yourcompany.com). Google's G Suite offers a business email service that comes with other useful tools, including word processing, spreadsheets, and more. Try it for free

Step 2: Choose an Oregon Registered Agent

When you file your Oregon Articles of Incorporation, you will be asked to give the name of your Oregon registered agent.

A registered agent is a person or entity that accepts tax and legal documents on behalf of your LLC or corporation. Your registered agent can be an individual resident of the state or a company that’s legally authorized to represent businesses in Oregon.

To learn more about registered agents, read our What is a Registered Agent guide.

Step 3: Choose Your Oregon Corporation’s Initial Directors

You must appoint at least one director who, among other things, will oversee your Oregon corporation until the first shareholder meeting.

The directors of a corporation are in charge of the adoption, amendment, and repeal of bylaws as well as the supervision, election, and removal of officers.

Later you will prepare an “Incorporator Statement” with complete names and addresses of each director and keep it in your corporate records book.

Step 4: File the Articles of Incorporation

Now that you have chosen a registered agent and at least one director, it’s time to make your corporation official by filing an Articles of Incorporation form with the Oregon Secretary of State.

This document will disclose some basics of your business for the public record, including:

  • Corporate name and street address
  • Corporate registered agent name and street address
  • Number of shares corporation is allowed to issue
  • President and secretary’s names and addresses
  • Incorporators’ names and addresses

Filing Fee: $100


Filing Options

Submit the completed Articles of Incorporation, along with the filing fee, using one of two options:


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


Online:
Oregon Secretary of State’s website

Oregon Corporation Operating Procedures and Housekeeping

Set Up a Corporate Records Book

Think of this as the hard-copy record book where all critical corporate documents are kept, like your Articles of Incorporation, bylaws, meeting minutes, stock certificate ledger, stock transfer documents, etc.

You should keep the corporate records book at your principal location. Corporate records book kits can be purchased online, or you can use a large generic binder to store your records.

Prepare Bylaws for Your Oregon Corporation

Bylaws are the rules that determine how your organization will be governed and run.

You can think about the bylaws as a constitution for your corporation. It makes the rules and priorities clear for everyone involved.

In your bylaws, be sure to include:

  • How the corporation will be governed – the role of directors and officers
  • How meetings are held, voting procedures, electing officers or directors
  • How records will be kept and managed
  • How disputes will be handled
  • How bylaws will be added/amended in the future

NOTE: A corporation’s bylaws will supplement any rules set forth by the federal government or the state.


Ready to get started? Check out these bylaws templates which you can customize to suit the needs of your incorporated business.

Conduct Your First Board of Directors Meeting

An organizational meeting is the first official meeting of your corporation.

These are some of the things that are discussed in a typical organizational meeting:

  • Taking attendance to show you have a quorum (minimum number needed)
  • Appointing temporary officers, chairmen, secretary, etc.
  • Adoption of the bylaws
  • Adoption of conflict of interest policy

Don’t forget to record “minutes” of the meeting and have it signed by all attending directors. Here are some corporate minutes templates to help you get the ball rolling.

Protect Your Assets and Stay Compliant

In order to protect your assets and stay compliant after you start your Oregon corporation, you will need to:

Table showing the three steps to compliance

Get an EIN

The Employer Identification Number (EIN), or Federal Tax Identification Number, is used to identify a business entity. It is essentially a social security number for the company.

Why do I need an EIN? An EIN is required for the following:

  • To open a business bank account for the company
  • For Federal and State tax purposes
  • To hire employees for the company

Where do I get an EIN? An EIN is obtained from the IRS (free of charge) by the business owner after forming the company. This can be done online or by mail.

To learn more about EINs, read our What is an EIN guide.

Open a Bank Account For Your Oregon Corporation

There are two critical reasons to open a unique corporate bank account.

The first is that separating your personal assets from your business assets adds another layer of protection in the event that your business is sued.

The second is that syncing a single account with business accounting software will make managing your finances much easier.

To begin your research, check out the breakdown of our favorite business checking accounts.

Research Business License Requirements

To operate your corporation, you must comply with federal, state, and local government regulations. The details of business licenses and permits vary from state to state, so make sure to research carefully and plan accordingly.

Find out how to obtain necessary licenses and permits for your business or have a professional business licensing service do it for you:

Accounting For Your Corporation

It's important to get your books in order, even if you haven't officially opened for business. A well-managed accounting system will help you:

  • Track your business finances, including bills, expenses, and income.
  • Simplify and file your annual taxes.

You can maintain your accounting in two ways:

  • Use a DIY accounting software. This can come with an increased risk of errors especially when starting a new business.
  • Hire an accounting service. They can provide comprehensive advice to help optimize your bookkeeping and taxes as well as additional services such as payroll etc.

Recommended: For most small businesses, we recommend using a reputable accounting service. Schedule a free tax consultation for your business now to avoid costly errors in the future.

Recommended: Find the right bank for you, read our review of the The 5 Best Banks for Startups and Entrepreneurs

What is an S Corporation?

An S Corporation (S corp) is an incorporated business that is taxed as a pass-through entity. This means that S corps do not pay federal taxes on their business income. Instead, the business profits "pass-through" to the owners of the S corp, who are also known as shareholders. Then, the shareholders pay income tax and report their share of the profits in the form of salaries on their individual tax returns, which are then taxed.


In order to elect an S corporation status for tax purposes, corporations will need to file form 2553 Election by a Small Business Corporation. The form must be signed by all shareholders and must be filed within two months and 15 days after the start of the initial tax year.

To learn more, read our What is an S corporation guide.

Need Help Creating Your Oregon Corporation?

Have a Professional Service Form Your Oregon Corporation For You

If you'd like to have a reliable service help you incorporate in Oregon, here are our top recommendations:

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