How to Incorporate in Oregon

The state of Oregon offers a range of incentive and business finance programs, giving businesses in Oregon a leg up. Your corporation may be able to take advantage of these incentives, provided it meets qualifying criteria.

For example, the Oregon Royalty Fund (ORF) is an alternate financing solution for projects that are not yet bankable but are more like angel or venture capital deals. The ORF allows businesses to pay a monthly royalty payment as a percentage of sales to accommodate growing companies that do not yet qualify for traditional financing.

For many entrepreneurs looking to start a larger business, an OR incorporation may be the best choice. As a corporation, your business is able to buy and trade stock, and when it comes to excess profits, corporations offer more flexibility than a limited liability company (LLC). A corporation is allowed to pass income and losses to its shareholders, who report taxes on an individual tax return at ordinary levels.

It all depends on your goals. For smaller businesses, limited liability companies are typically a better option. An LLC is easier to set up and receives many of the same benefits as corporations, but with less regulation.

Learn more about forming an Oregon LLC so you can decide which business entity is right for you.

It offers several advantages similar to those provided by a C Corp including, but not limited to:

In this guide, you’ll find information on naming your corporation, getting a Registered Agent, the fees you’ll need to pay, business taxes and much more. We also cover what you'll need to register your corporation and how you'll interact with the Secretary of State in Oregon.

Step 1: Choose a Unique Business Name and Complete a State Business Search

Every Oregon business must have a unique name that isn't already being used by another business in the state. If you’re finding it difficult coming up with a name, try using our Business Name Generator to gather ideas. You'll need to follow a few naming rules, which you can read about in detail on the Oregon Corporation Names page.

Once you’ve decided on a name, you’ll need to make sure it’s available in Oregon. To see whether another company in the state is using your desired business name, use our tool to do an Oregon entity search.

You can also carry out a name search on the state's website.

Step 2: Provide an Official Business Address for Your Corporation

All Oregon corporations must have a designated address. It could be your home address (if you’re running the company from your place of residence), a building where your office is located or any physical address of your choice. The address can be outside the state of Oregon and can be a P.O. Box.

You may also be able to use a virtual mailbox for your business address. Bizee can provide you with an Oregon virtual mailbox where we'll receive your mail, scan it and upload it for your online review. This can be especially helpful if you run a home-based business and don't want your home address published as part of your business public record.

Step 3: Assign a Registered Agent

A Registered Agent is someone who receives official correspondence and is responsible for filing reports with the Oregon Secretary of State. Every Oregon corporation is required to have a Registered Agent.

You can assign a manager in your business, fill the position yourself or use a Registered Agent service. If your Registered Agent in Oregon is a person, they must have a physical street address in Oregon and must be available during business hours to receive important documentation on behalf of your company. You'll appoint your Registered Agent when you file your Articles of Incorporation with the Secretary of State and formally create your corporation.

All of Bizee’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.

Step 4: File Your Articles of Incorporation With the Oregon Secretary of State

Once you've gathered all the information for your corporation, you’ll need to file your Articles of Incorporation with the Secretary of State. This will officially create your business.

Your Articles of Incorporation can be filed online via the state's digital portal. You can also mail the form to the Office of the Secretary of State, or Bizee can file it on your behalf.

You only need to file your Articles of Incorporation in Oregon once, but once a year thereafter, you'll also need to file an annual report with the Secretary of State in OR. Bizee can remind you about this every year, or we can do it for you if you have us handle the paperwork.

What are the fees and requirements to incorporate in Oregon?

Annual Report

Step 5: Get an Employer Identification Number (EIN) From the Internal Revenue Servicea

You'll need an EIN to identify your business to the IRS. You'll use this number for filing and paying taxes, submitting payroll information and payments for your employees and opening a business bank account. You can obtain one directly from the IRS, or Bizee can get one for you as part of the OR corporation creation process.

Step 6: Write Bylaws

A set of rules that govern how a corporation will be run, bylaws detail how many directors the corporation will have, whether the board of directors will have annual meetings and what the voting requirements will be, among other things.

Some states legally require companies to create bylaws, and the state of Oregon is one of them. You aren't legally required to file your bylaws with the Secretary of State, but you should keep them with your other business records.

It's always a good idea to write and follow bylaws to protect your business from any future changes and events.

Types of OR Corporations

C Corporation

When you file to start a corporation, by default, it's a C Corp. This is the choice for large businesses that will trade shares in the stock market.

An Oregon C Corporation will offer you several liability protections, but it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead, and won't enjoy as many tax advantages as other corporation types.

Learn more about C Corporations.

S Corporation

Technically, an S Corporation isn't a business entity the way LLCs and C Corporations are. It's a tax filing status. An LLC or a C Corporation can be an S Corporation. It's just a matter of filing a form with the IRS.

The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator.

If you want your Oregon C Corporation to be treated as a Oregon S Corporation, file the IRS Election by a Small Business Corporation form, also known as Form 2553 or an S Corp Election form.

Consult with your tax advisor or accountant to determine whether this is your best option.

Learn more about S Corporations.

Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.

Professional Corporation

Some states, including Oregon, allow certain occupations to form Professional Corporations. Oregon corporation law, known in the state as Business Organizations, Commercial Code (BOCC), Chapter 058, § 58.015 defines a Professional Corporation in Oregon as:

"...a corporation organized under this chapter for the specific purpose of rendering professional service or services and for such other purposes provided under this chapter.."

Check with the Secretary of State to confirm whether your business should and can be a Professional Corporation.

Foreign Corporation

If your business operates in another state and you want to expand into Oregon — or vice versa — you’ll need to form a Foreign Corporation.

Learn more about Oregon Foreign Corporation registration.

Nonprofit Corporation

Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs.

A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity.

Note: Everything in this guide applies to for-profit corporations, and mostly to C Corps and S Corps. Items listed as requirements for forming a corporation may or may not also apply to nonprofits.

Limited Liability Company

Depending on the type of business you want to start, or your personal circumstances and goals, an LLC may be a better option. For example, you may only want to build a small business that you yourself will run with just a few employees and you may not need the options to buy and sell stock.

An Oregon LLC is usually a better option for smaller businesses. It's easier to set up, but it still offers certain advantages that you'd get from a corporation. You can even have your LLC treated as an S Corporation for tax purposes to save you money.

Regardless of which way you decide to go, we can help you with your Oregon business registration.

Learn more about limited liability companies.

Sole Proprietorship or Partnership

These are the simplest kinds of businesses to set up. That's because there's no real setup to do. If you don't choose to form a separate business entity, by default, you'll have either a sole proprietorship (just you) or a partnership (you and one or more other people).

Neither of these options provide you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don't recommend them.

Compare business entity types to decide which one is best for you.

Helpful Resources from the State of Oregon