Step 1) Verify & Secure Your Brand Name
To secure and register your brand name it should be unique, not too similar to another registered name in Oregon, and shouldn’t contain any restricted wording. To check, conduct a Business Entity Search through the state and if there are potential trademark issues conduct another quick search using the TESS System through the U.S. Patent Office.
Keep in mind your brand name should contain the words ‘Corporation,’ ‘Company,’ 'Incorporated,' or 'Limited." Abbreviations for these words are also acceptable. If needed, an Application for Name Reservation can be submitted to the Sec. of State’s Central Business Registry that’s valid for 120 days.
Filing Fee: $100
Quick Note: Before you commit 100% to a name, you may also want to check that there’s a decent URL available for your business. Use WEEBLY to search your options. If there’s a quality domain name for purchase, we advise buying it right away. Even if launching a business website isn’t on your radar right now, it’s going to be soon, and you might as well nail down a domain name that’ll make it easy for customers to find you!
Step 2) Appoint A Registered Agent
Every corporation in Oregon must have a registered agent who receives and help process all very important documents like state filings. You can hire an 3rd party service and pay up to $160/yr, or get an agent free when you incorporate with IncFile or Incorporate.com. There are a few state-mandated requirements that must be observed:
- The individual must be a resident of Oregon; or,
- A business entity legally registered to operate in the state.
- The agent should provide a physical street address upon designation.
Step 3) File Articles Of Incorporation
Once you have a registered agent and the company is ready to become an official business entity, file Articles of Incorporation with the Secretary of State. It declares the basics of your brand for the public record including:
- Corporate name and address;
- Registered Agent name and address;
- The number of stock shares authorized for issuance;
- Each of the incorporator’s names and addresses, etc.
Filing Fee: $100
Step 4) Get A Corporate Records Book
Think of this as the hard copy record book where all critical corporate documents are kept like the Articles of Incorporation, Bylaws, meeting minutes, stock certificate ledger, stock certificates, stock certificate stubs, stock transfer documents, etc. It’s the ultimate company binder! They’re very common and while not necessary having one is highly recommended for all serious business entities.
Step 5) Elect Director, Meet, Discuss Bylaws
Appoint at least 1 Director who among other things will oversee the Oregon corporation until the first shareholder meeting where new directors will be voted in. Prepare an “Incorporator Statement” with complete names and addresses of each director and keep it in your records book. Once elected, an initial meeting should:
Step 6) Setup A Business Bank Account
In your initial meeting you and the board should have discussed where to set up your corporation’s financial groundwork – where to bank. This is no simple matter. If you aren’t a/haven’t hired a qualified CFO or accountant, then you need to check out a good number of different local, state, and national banks as well as credit unions.
To get your research going, check out this short free quasi-guide to Business Checking Accounts from the more big bank perspective. It should help give you a basic idea of the numbers involved.
Step 7) Handle Taxation & Licensing/Permits
As a legally operating Oregon corporation, you’re required to be 100% compliant with all relevant local/state/federal agencies. Ideally you should have an attorney or be working with a professional filing service. Otherwise, here are four resources to get started:
- Get an EIN, or Employer Identification Number, free and easy through the IRS website.
- Bookmark the Portland Small Business Admin office and the state’s Small-Biz Dev Center.
- To form an S-Corp, submit Form 2553 with the IRS and be sure all board of directors have signed it.
- Consider professional business license research services that handle the legwork for you.