State Processing Times and Fees
Most states have standard and expedited processing times for corporate formations, and Oregon is no exception. If you want to expedite filing in Oregon, online processing is available, and the state encourages it. Commercial overnight or express delivery services are also accepted, and they're processed quickly. You can also hand deliver your formation documents to the Oregon Secretary of State. Electronic mail communications aren't accepted because the transmissions are not secure. No matter how you deliver your corporate forms, Oregon charges no additional fees for expedited processing, but the state doesn't guarantee turnaround time either. We have a list of the average wait times for standard and expedited filings in Oregon.
Oregon charges a filing fee for corporation formations. Visit "compare pricing" in our incorporation center to see all state fees in Oregon.
Deciding Between an Oregon C-Corp or S-Corp Tax Designation
Because limits on liability, structure, management and compliance are nearly identical, deciding between an S Corp or C Corp tax designation in Oregon comes down to the following considerations:
- Ownership Rules: An Oregon C Corp can have an unlimited number of shareholders and unlimited stock classes. An S Corp is limited to a maximum number of shareholders, usually 100, and just one stock class.
- Taxes: A C Corp is taxed on a separate basis. It files taxes at the corporate level, and shareholders may also be taxed at a second level on the dividends they receive. S Corps are "pass-through" tax entities. They don't pay taxes at a corporate level. Taxes are paid individually by corporate owners.
- Documents: An Oregon S Corp must file IRS Form 2553 to elect S Corp status.
Personnel Requirements
Every state has its own personnel requirements for incorporating. In Oregon, they include the following:
- Age requirement: Oregon has no minimum age requirement for incorporating personnel.
- Number of directors: Single-officer or singer-director corporations are allowed by Oregon law. The same individual may hold more than one office or position. You don't have to list your directors and officers in your Articles of Incorporation, but the names and mailing addresses of your incorporators must be included. Post office boxes are allowed. An Oregon corporation is required to have only one incorporator, but if you have more, all of them must sign the Articles. An incorporator is the individual who signs your Articles, delivers them to the Secretary of State for filing and processing, and organizes the corporation.
- Residency: Incorporators, officers and directors are not required to reside in Oregon. They can receive mail in any jurisdiction, even a foreign jurisdiction.
Other Requirements for Your Articles of Incorporation
In addition to personnel requirements, your Oregon Articles of Incorporation must also include the following.
All Oregon corporations must designate a registered agent. A registered agent receives tax, legal and government documents for your corporation during regular business hours. You must name your registered agent in your Articles of Incorporation. A registered agent can be either an individual or a business within the state, but it can't be your corporation itself. Your registered agent must have a physical and mailing address located in Oregon, and the mailing address can't be a post office box or a drop box. We can help you designate a registered agent when you incorporate with us.
Your Articles of Incorporation must also state the number of shares the corporation is authorized to issue. At least one share of stock must be listed.
Other Required Paperwork
Oregon requires that corporations file annual reports. The state calls this a "renewal." You can accomplish this online and pay the fee by credit card. The renewal is legally effective on the date your online payment is made.
Guidelines for Your Name
Your corporation's name will say a lot about your business. Make sure yours meets Oregon's requirements.
- It must end with "Corporation," "Corp.," "Incorporated," "Inc.," "Company," "Co.," "Limited" or "Ltd."
- Don't use a deceptive or confusing name. For example, don't name your corporation "Lisa's Play Gym" if you're a wedding cake vendor.
- Your name must be unique. It can't be deceptively similar to an existing corporation's name. The name you pick must be distinguishable from those of all other recorded entities filed or reserved in Oregon.
Oregon Corporate Taxes & Reports
Oregon corporations must pay taxes. Before opening your doors for business, your corporation should apply to the IRS for an employer identification number, or EIN. An EIN is similar to a Social Security number, but it's for businesses. All corporations that have or will have employees must have an EIN.
We have more information about the tax structures of Oregon S Corps and C Corps.
Keeping Corporate Records and Ongoing Filing Requirements
Oregon recommends that corporations create certain business records, such as bylaws, corporate minute books and meeting minutes. These records document and maintain your corporate status. We list state-by-state requirements for bylaws and meeting minutes. We have legal documents to help you create and maintain bylaws and meeting minutes, regardless of whether Oregon officially requires them. They help protect the legality of your business's corporate status, and they can shield you from personal liability, as well.
Best of luck creating your corporation in Oregon. We look forward to working with you to help you achieve your goals.
This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.
