How to Form a Corporation or LLC in Oregon
Learn how to form a corporation or LLC in Oregon. Get state filing fees, required forms, registered agent rules, and step-by-step guidance from Bizee.
Bizee Editorial Staff
Editorial Team
Oregon state data at a glance
Filing fee: $100 for LLCs (Articles of Organization); $100 for corporations (Articles of Incorporation) — filed with the Oregon Secretary of State
Processing time: Standard: 7–10 business days. Expedited options available for an additional fee.
State agency: Oregon Secretary of State, Corporation Division
Annual report due: Annually by the anniversary of the formation date. Fee: $100 for LLCs and corporations.
State tax rate: Oregon corporate excise tax: 6.6% on income up to $1 million; 7.6% above $1 million. LLCs taxed as pass-through entities by default — no state-level entity tax on the LLC itself.
How to form a corporation or LLC in Oregon
To form a corporation or LLC in Oregon, you need to choose a business name that's distinguishable from existing entities, designate a registered agent with a physical Oregon address, and file your Articles of Organization or Articles of Incorporation with the Oregon Secretary of State. The state filing fee is $100 for both entity types.
Oregon processes most standard filings within 7–10 business days. Expedited processing is available for an additional fee if you need faster turnaround. Once the state approves your filing, you'll receive a Certificate of Existence — Oregon's confirmation that your business is officially registered.
Choose your business name
Your business name must be distinguishable from every other registered entity in Oregon. The Oregon Secretary of State's online business registry lets you search name availability before you file. If your name is available but you're not ready to file yet, Oregon lets you reserve it for up to 120 days.
LLCs must include a designator — "LLC," "L.L.C.," or another approved variation — in the legal name. Corporations must include "Corporation," "Corp.," "Incorporated," or "Inc." The name can't imply a different business structure than the one you're forming.
Designate a registered agent
Every Oregon corporation and LLC must designate a registered agent — a person or business entity that receives legal documents, service of process, and official state notices on your behalf. The agent must have a physical street address in Oregon. A P.O. box doesn't qualify.
Your registered agent can be an individual Oregon resident or a business entity authorized to operate in Oregon with a physical office in the state. You can serve as your own registered agent if you have a physical Oregon address and can be available during business hours — though many business owners use a registered agent service to keep their personal address off public records.
File your formation documents
Oregon accepts formation filings online through the Oregon Business Registry, which is the fastest route. You can also file by mail or in person with the Secretary of State's Corporation Division.
LLCs file Articles of Organization — state filing fee: $100
Corporations file Articles of Incorporation — state filing fee: $100
Both filings require your business name, registered agent information, and the names and addresses of organizers or incorporators
After approval, request a Certificate of Existence from the Secretary of State if you need proof of formation for a bank account or contract
LLC vs. corporation in Oregon
For most small business owners in Oregon, an LLC is the more practical choice. It gives you personal liability protection without the formality of a corporation — no board of directors, no required annual meetings, and no stock structure to maintain. Profits and losses pass through to your personal tax return, which keeps things straightforward at tax time.
A corporation makes more sense if you plan to raise outside investment, issue stock to multiple shareholders, or eventually go public. Corporations carry more administrative requirements — bylaws, shareholder meetings, board resolutions — but they also offer more flexibility for ownership transfers and equity compensation.
Oregon C Corporation vs. S Corporation
Both C Corporations and S Corporations are formed the same way at the state level — you file Articles of Incorporation with the Oregon Secretary of State and pay the $100 filing fee. The difference between them is a federal tax election, not a state filing.
A C Corporation is taxed as its own entity. Oregon's corporate excise tax is 6.6% on income up to $1 million and 7.6% above that. Shareholders also pay personal income tax on dividends — that's the double taxation trade-off that comes with a C Corp structure.
An S Corporation avoids double taxation by passing income through to shareholders' personal returns. To elect S Corp status, you file IRS Form 2553 after your corporation is formed. Oregon recognizes the federal S Corp election, so there's no separate state-level S Corp filing. A tax professional can help you figure out whether the S Corp election makes sense for your situation.
FAQ
To incorporate in Oregon, choose a distinguishable business name, designate a registered agent with a physical Oregon address, and file Articles of Incorporation with the Oregon Secretary of State. The state filing fee is $100. You can file online through the Oregon Business Registry, by mail, or in person. Standard processing takes 7–10 business days.
After the state approves your filing, you'll want to apply for an Employer Identification Number (EIN) with the IRS, open a business bank account, and adopt corporate bylaws. If you're electing S Corporation status, file IRS Form 2553 within the required window after formation.
To form an LLC in Oregon, file Articles of Organization with the Oregon Secretary of State and pay the $100 state filing fee. Your LLC name must include "LLC" or "L.L.C." and be distinguishable from other registered Oregon businesses. You'll also need to designate a registered agent with a physical Oregon street address before you file.
Once the state approves your LLC, draft an operating agreement — Oregon doesn't require one by law, but it's the document that defines how your LLC is owned and managed. Then get an EIN from the IRS and open a dedicated business bank account.
The state filing fee to form a corporation or LLC in Oregon is $100, paid to the Oregon Secretary of State at the time of filing. Both entity types also owe a $100 annual report fee, due each year on the anniversary of your formation date. There's no separate publication requirement in Oregon.
Requirements include a distinguishable business name with the correct designator ("Inc.," "Corp.," "LLC," etc.), a registered agent with a physical Oregon address, and the names and addresses of your organizers or incorporators on the formation document.
To start an S Corp in Oregon, first form a corporation by filing Articles of Incorporation with the Oregon Secretary of State and paying the $100 filing fee. Then file IRS Form 2553 to elect S Corporation tax status at the federal level. Oregon recognizes the federal S Corp election — there's no separate Oregon S Corp filing.
The IRS deadline for the S Corp election is generally the 15th day of the 3rd month of the tax year you want the election to take effect. A tax professional can help you figure out the right timing for your situation.
An Employer Identification Number (EIN) is a 9-digit tax ID issued by the IRS to identify your business for federal tax purposes. Most Oregon corporations and LLCs need one — it's required to open a business bank account, hire employees, file business taxes, and apply for business credit. You can apply for an EIN for free at irs.gov.
It depends on your goals. An LLC is the better fit for most small business owners in Oregon — it's simpler to run, has fewer ongoing formalities, and passes income through to your personal tax return. A corporation is worth considering if you plan to raise investment, issue stock, or want the structure that comes with a board of directors and shareholder agreements.
Both entity types give you personal liability protection. The right choice comes down to how you plan to run the business and how you want to be taxed. A tax professional can help you figure out which structure fits your situation.
Yes. Oregon requires every corporation and LLC to designate a registered agent before filing. The agent must have a physical street address in Oregon — a P.O. box doesn't qualify. The registered agent receives legal documents and official state notices on behalf of your business during business hours.
You can serve as your own registered agent if you have a physical Oregon address and can be reliably available during business hours. Many business owners use a registered agent service instead to keep their personal address off public state records.
