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PCF makes it fast, easy and cost-efficient to Form a Corporation in Oregon
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AND keep up with recurring Oregon Corporation requirements
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PCF has helped thousands of businesses successfully form a Corporation Online
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Choose PCF to help you form your Oregon Corporation and we will notify you each year well in advance of the due date for
any required Oregon Corporation reporting requirements
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If you're ready to form an Oregon Corporation online now
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Check our Oregon Incorporation options and prices
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If you need more information about forming an Oregon Corporation online, the information below may help you understand the requirements and implications of
incorporating in Oregon.
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Do I need a lawyer to form an Oregon Corporation
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The short answer is no.
The state of Oregon does not legally require a lawyer to form an
Oregon Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming an Oregon Corporation.
However, if there is anything about Incorporating in Oregon
that you're not sure about you should seek the advice of a competent Oregon lawyer, an Oregon accountant,
or both before you Incorporate in Oregon.
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Once you have made the decision to Incorporate in Oregon, an Oregon lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like PCF
to perform these services and save money that you can use in your new Oregon Corporation.
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Put the money you save with PCF right where it belongs
into your new Oregon Corporation
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If you're not 100% satisfied with our service we'll give you your fees back
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What do I have to do to form an Oregon Corporation
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1. Choose a name for your Oregon Corporation
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- PCF will check to make sure that your Oregon Corporation name is available, conforms to state of Oregon
Corporation naming regulations, and will reserve your Oregon Corporation name with the Oregon Secretary of State.
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Your Oregon Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Oregon Corporation name that you choose must be distinguishable from the name of any other registered Oregon Corporation or other
business entity and the name must also be different from any reserved names on record with the state of Oregon.
Your Oregon Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your Oregon Corporation name must not be a name that is likely to mislead the public.
The name of an Oregon Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
It's important to choose a good name for your Oregon Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the Oregon Secretary of State (and pay a fee).
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2. Select an official address and a Registered Agent for your Oregon Corporation
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- PCF can act as the official Registered Agent for your Oregon Corporation.
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Every Oregon Corporation must have an address that is physically located in the state of Oregon.
This address is "registered" with the Oregon Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Oregon to receive all correspondence on behalf of the Oregon
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Oregon Corporations hire a Registered Agent because they don't have a physical
address within the state of Oregon or to provide a distinct level of privacy.
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3. Choose a Board of Directors for your Oregon Corporation
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All Oregon Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your Oregon Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your Oregon Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of Oregon or shareholders of the Oregon Corporation unless the Articles of Incorporation
or Bylaws require it.
Normally Directors for your Oregon Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your Oregon Corporation
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The Board of Directors elects Officers for your Oregon Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the Oregon Corporation.
Officers handle the day to day operation of the Oregon Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Oregon Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the Oregon Corporation.
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5. Determine how you want your Oregon Corporation to be taxed
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- If you choose to be taxed as an S Corporation, PCF can prepare the S Corporation election form for your Oregon Corporation and include it with
your Incorporation documents.
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The Oregon Corporate Income Tax Rate is 6.6%.
You may form an S Corporation in Oregon.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any Oregon Corporate Income Tax.
Oregon Corporations are subject to either the Oregon Corporate Excise Tax or the Oregon Corporate Income Tax.
Oregon Corporations doing business in Oregon must pay the Oregon Corporate Excise Tax.
Oregon Corporations not doing business in Oregon but having income from an Oregon source must pay the Oregon Corporate Income Tax.
Although most Oregon Corporations are subject to the Oregon Corporate Excise Tax, the two types of taxes will often be referred together as "Oregon Corporate Income Tax".
For more Oregon Corporate Tax Information click here |
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6. File Articles of Incorporation with the Oregon Secretary of State
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PCF can draft Articles of Incorporation that are specific to your Oregon business and file them with
the Oregon Secretary of State. Should the need arise, PCF can also draft and file amendments to your Articles of Incorporation.
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In order to form a Corporation in Oregon you must file Articles of Incorporation with the Oregon Secretary of State.
The Articles of Incorporation must include certain specific information about your Oregon business. If the Articles do not conform exactly to state of Oregon requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your Oregon Corporation but you will have to pay a fee to the state of
Oregon in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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- PCF can prepare and file the forms to obtain an FEIN for your Oregon Corporation.
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Oregon Corporation.
All Oregon Corporations are required to have an FEIN.
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8. Issue Stock Certificates to the Initial Shareholders
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- PCF can create customized stock certificates for your Oregon Corporation.
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Corporate stock is evidence of ownership of a Oregon Corporation.
When you form your Oregon Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small Oregon Corporations hold 100% of the shares.
Stockholders in a Oregon Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the Oregon Corporation is able to make all Corporate business decisions.
Oregon Corporations usually hold at least 51% of the corporate stock in order to retain control of the Oregon Corporation.
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What do I have to do after I form my Oregon Corporation
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your Oregon Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the Oregon Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the Oregon Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Oregon law or
the Oregon Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal Oregon office.
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2. Open a Business Bank Account in Oregon
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It's very important that you have a separate business bank account for your Oregon Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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Note that forming an Oregon Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
An Oregon Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Oregon Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Oregon Corporation vary depending on your business activities
and the specific locations within the state of Oregon in which you want to conduct business.
If your Oregon Corporation will be selling products in Oregon you may be required to obtain a Reseller's Permit from the appropriate
Oregon state agency.
If your Oregon Corporation will be selling products in Oregon you will also be responsible for all applicable local and state of Oregon
sales taxes if there are any.
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4. Hold Meetings of Shareholders and Directors of each year.
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- PCF can transcribe the minutes of any meeting of your Oregon Corporation into a form that complies with all
state of Oregon requirements.
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Every Oregon Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the Oregon Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
Oregon Corporation a lot of potential trouble.
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5. File the required Oregon Corporation reports
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The Oregon Corporation Annual Report includes basic information about your Oregon Corporation including information on your Directors and Officers.
Failure to submit a properly completed Oregon Annual Report to the Oregon Secretary of State on or before the
due date may subject your Oregon Corporation to being administratively dissolved in the state of Oregon or
having its authority to transact business in the state of Oregon revoked by the Oregon Secretary of State.
Penalties may accrue if you fail to file any Oregon Corporation Annual Report to the Oregon Secretary of State
by the due date.
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6. Keep proper records of your Oregon Corporation on file
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Keep the following records on file and available at the principal business office of your Oregon Corporation:
- Names and addresses of all Directors and Officers of the Oregon Corporation
- Articles of Incorporation for the Oregon Corporation and any Amendments to them
- Corporate Bylaws for the Oregon Corporation and any Amendments to them
- List of current shareholders of the Oregon Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Oregon Corporation
- Copies of all tax returns and Annual Reports for the Oregon Corporation for the last 3 years
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Oregon Foreign Corporation Qualification
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You want to do business in the state of Oregon but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Oregon you must register with the Oregon Secretary of State as
an Oregon Foreign Corporation.
The process of registering as a Foreign Corporation in the state of Oregon is called Oregon Corporation Foreign Qualification.
The process of Oregon Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Oregon.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Oregon Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Oregon Foreign Corporation.
For specific requirements to qualify as a Foreign Corporation in the state of Oregon click here.
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