Turn to SunDoc for all your business filing needs. We would be happy to handle some or all of the filing paperwork for you. Incorporating your business in the State of Oregon is fairly straightforward. Below, we will outline everything you need to know about the process.

Keep in mind it is not necessary to hire a lawyer when it comes to filing paperwork for Oregon incorporation. Still, this article cannot be construed as tax, legal, or accounting advice, and you may end up deciding to consult with a licensed legal professional concerning specific advice for your unique situation and matters related to incorporation.

Overview

You will need to file Articles of Incorporation with the Secretary of State in order to incorporate. There is a fee for this process. In addition, you will have to have a new company name. It’s essential that the name that you choose is available, according to the Secretary of State of Oregon. Also, you will have to know what type of corporate you would like to have. You will need your company’s address as well and who the Registered Agent will be. Also make sure that you know the number of shares you’ll be authorizing the corporation to issue. In some cases, you’ll need to know the number of shareholders as well. This will depend on the type of corporation you choose.

In addition to the actual filing, you will need to have an EIN or Federal Tax ID Number from the Internal Revenue Service (IRS). You will also need to appoint officers. These officers are not required to be listed in the articles of incorporation. Additionally, you will need to hold an initial Board of Directors meeting where you will adopt your company’s bylaws. These do not have to be filed with the state. Instead, they are to be kept in your own business records. Finally, you will need to know who your corporate officers are and who any directors are.

Within 90 days of incorporating, remember that you must file your first Annual Report with the state. The Annual Report is a document that lists officers and directors for your business. Speak with your tax lawyer or accountant for unique advice on Oregon taxation.

Incorporating

The most common type of corporation is the General Stock Corporation. These comes with an unlimited potential number of shareholders. You might choose to be a Close Corporation as well. A Close Corporation sets a limit in the articles on the number of shareholders. You cannot have more than 35. A Professional Corporation is mandated by Oregon for certain professionals.

The forms supplied by Oregon for download meet the minimum requirements of the Oregon Corporations Code. You can also make your own forms that meet your specific needs. Your attorney may draw up a document from scratch too.

For example: the default articles of incorporation limit the corporation to one class of shares. A custom document can easily change this. Also, initial directors can be named in the articles if you like, as long as all directors are included and sign the document.

Every corporation must have 3 officers: President, Treasurer and Secretary. It’s possible for one person to fill all these roles if you like. Most of the time, an Oregon corporation has to have a minimum of 3 directors. This is true except in certain cases where no shares have been issued or the shareholders are less than 3. It’s common for the bylaws to describe the number and limit of directors — that is, unless the articles stipulate this.

The only way to change the articles of incorporation is by filing an amendment with the state. On the other hand, bylaws are generally amended by a vote of directors and shareholders in a formal meeting. Methods and times of meetings, as well as such things as powers of directors, are set forth in the bylaws, in accordance with relevant provisions of Oregon law. Minutes must be kept of meetings.

A corporation stores company documents, bylaws, stock papers and meeting minutes in a Corporate Records Book. If interested, Corporate Kits are useful compilations of standard documents that will help you run your corporation. In the kit, they will be customized to your state and will include such things as a corporate seal embosser, stock certificates, meeting minutes and more. SunDoc would be happy to supply you with a Corporate Kit if you wish. For more information on Corporate Kitds, please check out our Oregon Corporate Kit page.

Registered Agent

All Oregon corporations have to have a registered agent. This registered agent will be an individual or company who will be reliably available at a specific address during weekly business hours. They need to be available for legal or related communications from the state of Oregon. If desired, this is a service provided by SunDoc to help you outsource your company routine. For more information on registered agents, please go to our article: What is a Registered Agent? Why Do I Need One?

Name Search

You must choose a name and submit one to the state that is clearly available for you to use in the State of Oregon. The Oregon Secretary of State will check their records to ensure it is. If they find the name you have submitted is not available for your use, your filing will be rejected. Your chosen name can’t be such as to mislead the public in some way. It cannot resemble another name so closely as to cause deception either. There are other statutory requirements also.

Both for your own best branding and to comply with the law, it’s essential to spend some effort when it comes to choosing your company’s name. You can run your own name searches with the State of Oregon, or SunDoc can perform your name availability check or reserve your corporation name for you.

EIN

Apply for an EIN by submitting Form SS4 to the Internal Revenue Service. There is not a charge for this. You can also ask SunDoc to apply for an EIN on your behalf. Simply go to our EIN page to learn more. 

Next Steps

If you plan to structure your company as an S Corporation, you might want to check out our article on C Corporation vs. S Corporation.  The article provides general information on the differences between the two corporate tax structures.

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