What is an Oregon Professional Corporation? |
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Oregon then you will
most likely need to form a Oregon Professional Corporation.
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Oregon then you will
most likely need to form a Oregon Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the Oregon Secretary of State.
An Oregon Professional Corporation may render Professional Services in the state of Oregon
only through individuals licensed or otherwise authorized in Oregon to render the specific Professional Service.
Depending on exactly what it is that you want to do in Oregon, approval from a specific Oregon state agency or board may be required before the OR Secretary of State will approve a new
Oregon Professional Corporation filing.
This could add to the total processing time for a new Oregon Professional Corporation.
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What are the advantages of an Oregon Professional Corporation? |
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Oregon Professional Corporations are commonly formed by a group of licensed Professionals who want to open a joint practice.
The main advantage of Forming an Oregon Professional Corporation is that malpractice by one of the Professionals will not be
held against the other Professionals if they we're not involved in the malpractice.
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Do I need a lawyer to Form a Professional Corporation in Oregon? |
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The short answer is no.
The state of Oregon does not legally require a lawyer to form an
Oregon Professional Corporation.
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The short answer is no.
The state of Oregon does not legally require a lawyer to form an
Oregon Professional Corporation.
Our detailed Professional Corporation Information page may help you understand some
of the implications of forming an Oregon Professional Corporation.
However, if there is anything about Forming a Professional Corporation 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 Form a Professional Corporation in Oregon.
Once you have made the decision to Form a Professional Corporation 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 All Business Documents
to perform these services and save money that you can use in your new Oregon Professional Corporation.
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Do I have to Reserve a Company Name before I Form a Professional Corporation in Oregon?
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You are not legally required to reserve a Company Name for a new Oregon Professional Corporation before you submit your application to Form a Professional Corporation in
Oregon.
Whether or not you need to reserve a company name for your new Oregon Professional Corporation depends entirely on your business situation.
The Oregon Secretary of State uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Oregon Company Name.
Click here for more information on
Oregon Company Name Reservation
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What if the Oregon Professional Corporation Name I want is already taken?
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If the Name you have chosen for your new Oregon Professional Corporation is already in use by a currently active
Oregon Corporation or LLC, and you still want to use that Professional Corporation Name, then you will have to register a DBA Name with the Oregon Secretary of State. "DBA" is an abbreviation for "Doing Business As."
In Oregon a DBA Name is called a Assumed Business Name.
We verify that the Name you have chose for your new Oregon Professional Corporation is available before we submit
your Incorporation filing to the Oregon Secretary of State.
If necessary we can register a Assumed Business Name in Oregon for you so that you can open your new Oregon business as quickly as possible.
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Are there any Company Name restrictions for an OR Professional Corporation? |
An Oregon Professional Corporation corporate name must comply with all laws and regulations for regular Oregon
Corporation corporate names.
In addition, an Oregon Professional Corporation corporate name may not contain any language stating or implying that it is
incorporated for a purpose other than that authorized by its Articles of Incorporation.
An Oregon Professional Corporation corporate name must also conform with the name regulations of
any applicable Oregon Professinal licensing board.
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What do I have to do to Form a Professional Corporation in Oregon?
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8 things you have to do in order to Incorporate in Oregon.
1. Choose a name for your Oregon Professional Corporation
2. Select an official address and a Registered Agent for your Oregon Professional Corporation
3. Choose a Board of Directors for your Oregon Professional Corporation
4. Decide who will be Officers for your Oregon Professional Corporation
5. Determine how you want your Oregon Professional Corporation to be taxed
6. File Articles of Incorporation with the Oregon Secretary of State
7. Get a Federal Employer Identification Number (FEIN)
8. Issue Stock Certificates to the Initial Shareholders
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1. Choose a name for your Oregon Professional Corporation
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Your Oregon Professional 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 Professional Corporation name that you choose must be distinguishable from the name of any other registered Oregon Professional 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 Professional Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your Oregon Professional Corporation name must not be a name that is likely to mislead the public.
The name of an Oregon Professional 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 Professional 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).
We will:
- Check to make sure that your Oregon Professional Corporation name is available
- Make sure your Oregon Professional Corporation name conforms to state of Oregon regulations
- Reserve your Oregon Professional Corporation name with the Oregon Secretary of State
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2. Select an official address and a Registered Agent for your Oregon Professional Corporation
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Every Oregon Professional 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 Professional 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.
- We can act as the official Registered Agent for your Oregon Professional Corporation.
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3. Choose a Board of Directors for your Oregon Professional Corporation
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All Oregon Professional Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your Oregon Professional 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 Professional 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 Professional Corporation unless the Articles of Incorporation
or Bylaws require it.
Normally Directors for your Oregon Professional 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 Professional Corporation
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The Board of Directors elects Officers for your Oregon Professional Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the Oregon Professional Corporation.
Officers handle the day to day operation of the Oregon Professional Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Oregon Professional 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 Professional Corporation.
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5. Determine how you want your Oregon Professional Corporation to be taxed
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| The Oregon Corporate Income Tax Rate is %.
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.
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- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Oregon Professional Corporation and include it with
your Incorporation documents.
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6. File Articles of Incorporation with the Oregon Secretary of State
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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 Professional 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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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 Professional Corporation.
All Oregon Professional Corporations are required to have an FEIN.
- We can obtain an FEIN for your Oregon Professional Corporation.
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8. Issue Stock Certificates to the Initial Shareholders
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Corporate stock is evidence of ownership of a Oregon Professional Corporation.
When you form your Oregon Professional 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 Professional Corporations hold 100% of the shares.
Stockholders in a Oregon Professional Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the Oregon Professional Corporation is able to make all Corporate business decisions.
Oregon Professional Corporations usually hold at least 51% of the corporate stock in order to retain control of the Oregon Professional Corporation.
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What do I have to do after I form my Oregon Professional Corporation? |
6 things you have to do after you Incorporate in Oregon.
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
2. Open a Business Bank Account in Oregon for your OR Corporation
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. Hold Meetings of Shareholders and Directors of each year.
5. File the required Oregon Professional Corporation reports
6. Keep proper records of your Oregon Professional Corporation on file
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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 Professional 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 Professional 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 Professional 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 Professional 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 Professional 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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- We can research and prepare the necessary forms for your required business licenses and permits and include
them in your Oregon Incorporation package.
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Note that forming an Oregon Professional Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
An Oregon Professional 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 Professional 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 Professional 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 Professional 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 Professional 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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Every Oregon Professional 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 Professional 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 Professional Corporation a lot of potential trouble.
- We can transcribe the minutes of any meeting of your Oregon Professional Corporation into a form that complies with all
state of Oregon requirements.
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5. File the required Oregon Professional Corporation reports
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| The Oregon Secretary of State does not require new Oregon Corporations to file an Initial Annual Report. | Every Oregon Corporation is required to file an Annual Business Renewal report with the Oregon Secretary of State EACH year.
The Oregon Corporation Annual Business Renewal is due at the OR Secretary of State EACH year by the anniversary date on which the Oregon Secretary of State first approved the filing of the new Oregon Corporation. | The Oregon Secretary of State does not impose a late filing penalty if an Oregon Corporation does not file its Corporation Annual Business Renewal by the due date but if an OR Corporation does not file its Annual Business Renewal on time, the OR Corporation will be listed as Inactive in the Oregon Secretary of State's system.
After 45 days past the due date, if an Oregon Corporation still does not file its Annual Business Renewal the OR Corporation will be administratively dissolved by the Oregon Secretary of State. |
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We can fill out and file any Annual Business Renewal with the Oregon Secretary of State after your Oregon Business gets going.
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6. Keep proper records of your Oregon Professional Corporation on file
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Keep the following records on file and available at the principal business office of your Oregon Professional Corporation:
- Names and addresses of all Directors and Officers of the Oregon Professional Corporation
- Articles of Incorporation for the Oregon Professional Corporation and any Amendments to them
- Corporate Bylaws for the Oregon Professional Corporation and any Amendments to them
- List of current shareholders of the Oregon Professional 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 Professional Corporation
- Copies of all tax returns and Annual Reports for the Oregon Professional Corporation for the last 3 years
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What information do I need in order to Form a Professional Corporation in Oregon? |
In order to Incorporate in Oregon you'll need certain specific information about your new Company
including the Corporation name and address; and Registered Agent information.
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In order to Incorporate in Oregon you'll need the following information about your new Company:
- The name of your new Oregon Professional Corporation along with your second choice of a name in case the name that you want is not available
- Physical addess of the Corporation office in Oregon (not a PO Box)
- Name and address of your Oregon Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the Oregon Professional Corporation
- Names and addresses of the initial Directors of the Oregon Professional Corporation
- The number of shares of stock that the Oregon Professional Corporation will be authorized to issue
Remember - ALL the information that you provide when you Incorporate in Oregon becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Corporation in Oregon.
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How long does it take to Form a Professional Corporation in Oregon? |
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Processing times for new Oregon Professional Corporation applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Oregon Articles of Incorporation takes the state around 2-3 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your Oregon LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE OREGON SECRETARY OF STATE PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the Oregon Secretary of State.
In our experience 2-3 business days is the time it usually takes the Oregon Secretary of State to process
a new Oregon Professional Corporation application.
We get your Oregon Professional Corporation application to the OR Secretary of State ASAP.
Once it is at the state we have no control over the new Oregon Professional Corporation application process.
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Are there any Expedited Processing Options for new OR Corporation Filings?
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| The Oregon Secretary of State does not offer expedited filing options for new Oregon Corporation filings. |
How much does it cost to Incorporate in Oregon? |
The state of Oregon charges $100.00 to Incorporate a Profesional Corporation.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the OR Secretary of State.
If you choose All Business Documemnts to help you form your Professional Corporation in Oregon our processing fees are $125.00.
We start processing your new Oregon Professional Corporation order as soon as we get it.
Total cost includes:
- OR Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the Oregon Secretary of State
- Certified Copies of Articles of Incorporation
- Oregon Professional Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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