How to Form a Nonprofit Corporation in Oregon

How to Use this Guide

To form a nonprofit corporation follow the steps below or have a professional service handle the paperwork for you:

– IncFile ($49 + state fee) for basic & quick nonprofit formation.

– LegalZoom ($99 + state fee) for the most well-known service available.

Step 1) Secure Your Nonprofit Name

Choose a Business NameFirst and foremost the name you choose must be unlike/distinguishable from any other business entities registered with the Secretary of State. Also, certain terms like ‘limited partnership’, and ‘cooperative’, etc. are restricted. To get a full rundown on the naming rules visit the state statutes: ORS 65.094.

Once you’ve determined that the name you want is acceptable, conduct a Business Entity Search through the state to look for any naming conflicts. If needed, now would be a good time to set up an account with the state so you can easily check the current fee and file an Application for Name Reservation.

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

Choose a Registered AgentYour registered agent is there so that your nonprofit always, and officially, receives important paperwork on time like state filings, legal notices, important tax forms, and so on.

This is why they must be either a registered individual citizen or business entity in the state, have a physical street address, and be available during all regular business hours/days.

That said, you can hire an outside professional service and expect to pay up to $160/year, or get a certified agent free when you incorporate your nonprofit with a service like IncFile. They handle this and more depending on your startup package.

Step 3) Select Incorporators & Directors

Choose the Initial DirectorsAn incorporator, and there can be more than one, is responsible for “executing” the Articles of Incorporation with the state in Step 5. Pretty simple and the only real requirement is that they be over 18 year of age.

Directors on the other hand bare far more responsibility. For now you’ll be recruiting at least one temporary director to oversee the organization until in Step 7, you vote in the official directors of the board.

For a bit more info on directors bookmark the “Guide to Nonprofit Board Service in Oregon” through the OR Attorney General. Otherwise it’s a good idea to work with either a nonprofit lawyer or an incorporation service who can help guide you and your team through this part of the process and explain the finer details.

Step 4) Draft Nonprofit Bylaws

Register an LLCThese are the rules you stipulate that determine how your nonprofit organization is governed and managed. All incorporated nonprofits need them because if they aren’t in place the default OR state statutes/codes take over which may not be the best option. Here’s some options to help with this step if it’s unfamiliar territory for you and your initial directors.

To boil it down though these bylaws determine the authority granted to board members and establish the number of meetings that you’ll per monthly, yearly, etc. as well as the provisions for adding/amending bylaws, appoint committees, and much more.

Step 5) File Articles Of Incorporation

Business LicensesWhen you and your board are ready to form your corporate entity and make it known to the public record, file Articles of Incorporation with the state as either a religious, public benefit, or mutual benefit nonprofit. The form declares the basics of your new organization including:

  • The name, type, duration of existence, and statement of purpose (provisions for nonprofit vs corp);
  • Complete names & addresses of registered agent (and office), incorporators, and directors.
  • Any specific provisions/bylaws set forth as part of the internal operations of your organization.
  • A stipulation of apportioning assets to any 501(c)(3) upon termination of your organization.

Filing Fee: $50

Step 6) Start A Corporate Records Book

File Annual Reports & Publication RequirementsApart from your digital record keeping methods, this a physical book, or some call it a binder, where you put copies of the most important documents that comprise your nonprofit organization: formation/registration, core licenses & permits, minutes of meetings, big contracts, annual reports and taxation documents, etc.

To get one for your nonprofit you can grab a quality records book at any nearby office supply store, order them online through Amazon, or get a professional Corporate Kit which let you brand the book/slip case, provide blank certificates, and more for as little as $99.

Step 7) Conduct An Initial Meeting

Hold a Meeting with Your Board of DirectorsAs this is your first official nonprofit meeting it’s very important and organizational. Once you have a quorum (the needed amount of attendance in OR) be sure you record your first “meeting minutes” and put them in your records book. Topic covered should include:

  • Voting on the appointment of critical officers;
  • Voting on and approving/amending bylaws;
  • Establishing a tax year as well as an accounting period;
  • Approving initial transactions, committees, efforts, and more.

To begin familiarizing yourself with this aspect, use a savvy Corporate Minutes Template that can be customized and shows you what types of wording is used.

Step 8) Get An EIN

Get an EIN for Your LLCAn EIN is very straightforward. It’s a 9-digit identifying number like a social security number but for business entities including nonprofits. You’ll use it to setup a bank account and hire paid employees if needed, then the appropriate agencies will use it to track your financial activity.

The quickest and easiest way to get one is by submitting a request directly through the IRS Website.