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When incorporating in Oregon with LegalZoom, we not only file your articles of incorporation with the Oregon Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Oregon corporation.
Oregon Incorporation Information
Incorporating in Oregon
Choosing a business name is one of the initial steps in the process of forming your Oregon Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered Oregon business entity and any reserved names on record, subject to certain exceptions under state law.
- May not contain language stating or implying that it is organized for a purpose other than that permitted by state law and its articles of incorporation.
In addition, the name of your Oregon corporation must contain one or more of (or an abbreviation of) the following words, or words or abbreviations of like import in another language:
When incorporating in Oregon, articles of incorporation must be filed with the Oregon Secretary of State. The Oregon Business Corporation Act (Chapter 60 of the Oregon Statutes) requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: Any natural person or business entity.
- Duties: Signing and filing articles of incorporation with the Secretary of State.
Oregon allows a corporation to be formed for any lawful business activity. Except for professional corporations, there is no need to state the corporate purpose in the articles.
Other Required Information in the Articles:
- Minimum Number of Directors: One or more.
- Eligibility Requirements: None. The articles of incorporation or bylaws may prescribe qualifications for directors.
- Listing Requirements: Initial directors are not required to be listed in the articles.
- The number of shares that the corporation is authorized to issue.
- The address, including street and number, and mailing address, if different, of the corporation's initial registered office and the name of its initial registered agent at that office; and
- A mailing address to which notices may be mailed until an address has been designated by the corporation in its annual report.
Oregon permits optional provisions to be included in the articles of incorporation, such as:
- The names and addresses of the initial directors.
- The corporate purpose(s).
- A par value for authorized shares or classes of shares.
- Limitations on a director's or officer's liability for money damages to the corporation or its shareholders in certain situations.
The incorporators or board of directors must adopt initial bylaws for the corporation. A corporation maintains its bylaws at its principal executive office and is not required to file them with the state. LegalZoom will provide customized bylaws for your Oregon incorporation based on the operation requirements that you specify.
Officers must be listed in the bylaws or elected by the board of directors, and there must be at least a president and a secretary. Officers may appoint other officers in compliance with the bylaws and board of directors. At least one officer has the responsibility of preparing minutes of the directors' and shareholders' meetings and for authenticating records for the corporation. Any officer may hold more than one office in the corporation.
Every Oregon corporation must have a registered agent in Oregon -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
Eligibility Requirements - The registered agent must have a business office identical to the registered office and must be either: (1) an individual residing in the state, or (2) a corporation with authority to transact business in the state.
Oregon requires that every corporation maintain a registered office in the state, which may be any of its places of business
Under Oregon law, a professional corporation is formed in order to render services within one specific profession, subject to certain state exceptions. Professional corporations generally may not provide any other non-ancillary services and must comply with particular conventions in its choice of corporate name.
A report must be filed with the Oregon Secretary of State each year on the anniversary of its incorporation date, and must be current as of 30 days prior to this date. This report must indicate:
- The corporation's name and its state or country of incorporation;
- The street address of its registered office and the name of its registered agent at that office;
- The address of its principal executive office, if different;
- The names and addresses of the president and secretary of the corporation;
- The category of the classification code established by rule of the Secretary of State most closely designating the primary business activity of the corporation;
- The federal employer identification number of the corporation; and
- Additional identifying information that the Secretary of State may require by rule.
The corporation must provide to its shareholders a report of any indemnifications or expenses advanced to a director in connection with a proceeding by or for the benefit of the corporation, with or before notice of the next shareholders' meeting.
Income Tax Rate: For information on the Oregon state income tax rate, visit: http://www.dor.state.or.us/
S corporation status is recognized by the State of Oregon
Oregon Filing Fees:
In addition to preparation of your incorporation documents, LegalZoom will also file them with the appropriate state agency. Currently, the fee to file articles of incorporation in Oregon is $20.