For already prepared documents, skip to step 3
Step 1: Check Name Availability
Choose three corporate names in order of preference and we check for availability.
Step 2: Prepare or Upload your Articles
Our online form will walk you through all required information.
Step 3: Specify Service Level and Service Options
Select the appropriate filing package or choose from the a la carte options.
Routine: 1 - 3 Business Days
Rush: Not Available
Email confirmation within one hour during normal business hours.
Your filing is now on its way!
If we receive your Oregon Articles of Incorporation by 2 p.m. PST M-F, your corporation will be submitted and could be active the same day. This means your company will be given the submission date as your file date. If you mail the document to the state, like many filing services do, it will take several weeks longer for proof of filing.
Your Post-Filing Responsibilities
- File a Statement of Information: After the Articles of Incorporation are filed, the Secretary of State requires that you file a Statement of Information.
- Employer Identification Number: If you would like, we can obtain your EIN for your new company. Add it to your order and we will obtain the EIN within 24-48 hours.
- Oregon Corporate Kit: Our Kits include a custom binder, seal embosser, bylaws and meeting minutes, 20 Stock certificates, and more. You can order you kit at the time of filing or if you prefer, you can place the order individually at our Corporate Kit order page.
Add these optional services to your order at the time of filing:
- Certificate of Good Standing: You may need additional copies if you are going to qualify or register in other states. Most certificates are good for 90 days.
- Additional Certified Copy of Articles: You may need this in the future for banks, loans, or professional licensing requirements.
The SunDoc Filings Advantage
- We have filed thousands of documents since 1999
- All filings received by 2 p.m. PST are submitted same day
- Most filing companies mail in your filings
Oregon Corporate Formation Guidelines
The corporate name must contain the word "corporation," "incorporated," "company," or "limited" or an abbreviation of one or more of these words. A name that contains the word or words “banc,” “bancorp,” “bank,” “banker,” “banking,” “savings,” “safe deposit,” “trust,” “trustee,” “building and loan” or their equivalents in a language other than English, or a similar word or words in English or an equivalent in a language other than English, implying a business primarily engaged in the lending of money, underwriting or sale of financial products, acting as a depository institution, acting as a financial planner, financial adviser or acting as a loan broker, must have specific written approval from the Director of the Department of Consumer and Business Services under the provisions of ORS 705.635. Oregon charges $50 to reserve an available corporate name which may be reserved with the Secretary of State for a 120 day period.
It is acceptable to state, either alone or with a specific purpose clause, “The purposes for which the corporation is organized shall be to transact any and all lawful business for which corporations may be incorporated pursuant to the provisions of the Oregon Business Corporation Act.”
AUTHORIZED SHARES AND MINIMUM PAID IN CAPITAL
There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure. There is no minimum amount of paid in capital required to commence business.
PREEMPTIVE RIGHTS / CUMULATIVE VOTING
Preemptive rights are denied in absence of a specific grant. Cumulative voting is automatically denied unless specifically granted.
REGISTERED AGENT AND REGISTERED OFFICE
The corporation must maintain a registered agent and office to receive service of process in Oregon.
The minimum number of directors is one (1). The Articles of Incorporation may contain, within the limitations prescribed by the Oregon Business Corporation Act, a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director.
Minimum number of incorporators is one (1) (a natural person 18 years of age or older, a domestic or foreign corporation, a partnership, or an association) and there is no requirement that the incorporator be a resident of Oregon.
Submit to the Secretary of State one (1) executed original and 1 "true copy" of the Articles of Incorporation. The Secretary of State files the original and returns the "true copy" with a file-stamp thereon.
STATE DISBURSEMENTS AND FEES
$100 filing fee for Articles of Incorporation
Oregon Corporate Frequently Asked Questions
Why choose SunDoc Filings?
SunDoc Filings can help you form an Oregon corporation with the Oregon Secretary of State on an expedited basis. To form a corporation in Oregon or form an Oregon subchapter S corporation, you must file the Oregon Articles of Incorporation with the Oregon Secretary of State. SunDoc Filings has been forming Oregon corporations since 1999 and knows the state’s requirements to handle your formation professionally and without delay. Let us make the Oregon incorporation process quick and painless for you by preparing and filing the Oregon Articles of Incorporation with the Oregon Secretary of State on your behalf.
How do I form an Oregon Corporation?
First, we check corporate name availability with the Oregon Secretary of State. Second, we prepare the Oregon Articles of Incorporation. Third, before we form the Oregon corporation, we verify that the Articles of Incorporation are free of errors. Fourth, we file the Articles of Incorporation with the Oregon Secretary of State. Fifth, when the Oregon Secretary of State files the Oregon Articles of Incorporation, we will return the filed document to you.
What are the advantages of forming an Oregon Corporation?
To begin with, there is the protection of the "corporate veil" that provides limited liability to the owners (shareholders). The shareholders are not personally liable for debts and obligations of the corporation. They can personally lose only to the extent of their investments in the Oregon corporation form purchasing stock. Since the Oregon corporation is an independent legal entity, the Oregon corporation has continuous existence. It does not cease to exist simply because one of the shareholders dies or retires. Corporations often have an easier time setting up insurance, retirement funds, profit-sharing, pension, and stock option plans than other business entities.
When you form an Oregon corporation, the owners (shareholders) are not personally liable for the debts and obligations of the Oregon corporation. Ownership in an Oregon corporation is more easily transferable than other business entities. Under most circumstances, shares of stock can be sold without restriction to a third party without having to obtain consent from the Oregon corporation itself.
How do I obtain an EIN or Employer Identification number or Tax Payer ID number for my Oregon Corporation?
After we form an Oregon corporation on your behalf, we offer supporting services. We can obtain an employer identification number (an EIN) for your Oregon corporation. An EIN is required to open a bank account, hire employees, and to start business credit for your Oregon corporation. If you purchase our Oregon premium package, EIN obtainment is included for your Oregon corporation.
How do I form an Oregon S Corporation?
It is important to understand that your Oregon S corporation starts as a general stock corporation (C corporation). To obtain or to form an Oregon S corporation, you must file for subchapter S status with the Internal Revenue Service (IRS). Forming an Oregon S corporation simply means the corporation is taxed like a partnership or LLC with a pass through tax structure. Make sure to check with your accountant or the IRS for limitations or read about Oregon C corporations below. By obtaining S corporation status in Oregon, it eliminates double taxation and the corporation generally does not file a tax return. On their tax return, the Oregon S corporation's shareholders include their share of the Oregon Corporation's separately stated items of income, deduction, loss, and credit, and their share of non-separately stated income or loss.
What are the advantages of a C Corporation in Oregon?
Generally most people form Oregon C corporations that plan on publicly trading the corporation's stock. Since Oregon S corporations cannot have more than 75 shareholders, choosing to maintain an Oregon C corporation allows for 76 shareholders or more. An Oregon C corporation can have multiple classes of stock such as preferred and common shares. An Oregon C corporation will be double taxed since both the corporate entity and the individual owners have to file tax returns. However, an Oregon S corporation can only be owned by individuals that are U.S. citizens or registered aliens, issue only one type of stock, and are limited to no more than 75 shareholders.
How do I obtain or prepare corporate bylaws for my Oregon Corporation?
If you purchase our premium package, Sun will prepare the initial bylaws (standard language) for your Oregon corporation and include meeting minutes (MS Word format) that you can prepare as needed.
What are the corporate bylaws and why are they so important for my Oregon corporation?
The corporate bylaws serve as a blueprint for your Oregon corporation The bylaws contain the rights, privileges, and powers of the officers, directors, and shareholders. Most Oregon bylaws contain the number of directors and their names. Oregon bylaws also contain the names of the officers for the titles: President, Vice-President, Secretary, and Treasurer/Chief Financial Officer (CFO).
Another important part of Oregon corporation bylaws is to create "rules" on how the Oregon corporation can open a bank account, take out loans, write checks, enter into contracts, obtain business credit, and issue stock certificates to its shareholders. Most Oregon bylaws will reference a list of shareholders in alphabetical order that includes Oregon shareholder's names, addresses, titles held with the Oregon corporation, and the amount of shares the shareholder owns in the Oregon corporation.
What is an Oregon corporate seal?
After the Oregon corporation prepares its bylaws or has Sun prepare the bylaws, the Oregon corporation will need a corporate seal. A corporate seal is a handheld device that imprints paper with the corporation's name, state of formation, and date the Oregon corporation was formed. Many banks and other lending institutes require Oregon corporations to possess and use a corporation seal on business documents or loan papers. All Oregon corporation kits that Sun sells contain a handheld corporate seal embosser.
What is an Oregon corporate kit?
The Oregon corporate kit is typically a hardbound binder that contains all of the Oregon corporation's important documents such as the Oregon Articles of Incorporation and bylaws. All the Oregon corporation kits that Sun sells include having the Oregon corporation's name hot stamped (professional imprint of the Oregon corporation's name) on the spine. Most Oregon corporation kits come with a slipcase to keep the binder safe. Some corporate kits are made with a slipcase built in. The choice is yours.
Another important part of an Oregon corporate kit is stock certificates. All of the Oregon corporate kits that Sundoc sells contain 20 custom stock certificates that include the Oregon corporation's name, the amount of shares, the par value the corporation is authorized to issue, and the title of President and Secretary below the signature lines. If you have already formed your Oregon corporation, you can order an Oregon corporate kit by placing the order individually at our Corporate/LLC Kit order page. We have a selection of high quality kits that come in array of styles and colors.
Now that you have formed your Oregon corporation, obtained your EIN from the IRS, decided upon whether to elect S corporation status or remain a C corporation, prepared the Oregon bylaws, issued shares of stock, and used your seal embosser, it is time to verify which local city and/or county tax licenses your business will need. The best place to start is your city hall or county recorder's office. Take the time to verify your areas business licensing requirements. For those of you who plan to run your Oregon corporation out of your home, check with your city or county to find out if a work at home permit is required. Once your licensing requirements are met, it is time to start operating your Oregon corporation