How to start an Oregon corporation

It might seem like a lot at first, but once you understand the steps, it’s very doable. This guide will walk you through everything you need to know to start your Oregon corporation.

How to start a corporation in Oregon

Incorporating means registering your business as a corporation so the law sees it as its own entity, separate from you. Each state has its own rules for how to do this, so the process can seem confusing. Let’s go through each step: 

1. Choose a name for your Oregon corporation

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Oregon 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 business name. The name you pick must be distinguishable from those of all other recorded entities filed or reserved in Oregon.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

2. Decide between an Oregon S-Corp and C-Corp tax designation

There are similarities between an Oregon S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences, however, come down to the following:

• 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.

3. Appoint directors and shareholders for your Oregon corporation

Each state has its own personnel requirements for incorporating. In Oregon, single-officer or singer-director corporations are allowed. 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. Oregon has no minimum age requirement for incorporators.

Incorporators, officers, and directors are not required to reside in Oregon. They can receive mail in any jurisdiction, even a foreign jurisdiction.

4. Choose a Registered Agent

A Registered Agent is the person or business responsible for receiving tax, legal, and government documents during regular business hours. It's important that every business has one. You can either serve as your own registered agent (if you have an Oregon address) or choose one to do that service for you (if you are not located in Oregon or would like an extra layer of privacy).

5. File your Articles of Incorporation with the state of Oregon

Once you have a business name and registered agent, you can register your business as an Oregon corporation with the state by filing your Articles of Incorporation. This document may be referred to informally as a corporation's "Articles," or in other states, it may be called a "Certificate of Organization," "Certificate of Filing," or "Certificate of Formation."

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.

6. Get an Employer Identification Number (EIN)

Before opening your doors for business, apply to the IRS for an employer identification number, or EIN. All corporations with employees in Oregon must have an EIN. An EIN is similar to your Social Security number, but it's for businesses. You'll also need an EIN to open your corporate bank account.

Congratulations! After you have completed all these steps, you have formed your Oregon corporation.

What to do after incorporating in Oregon

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 Minutes, regardless of whether Oregon officially requires them. They help protect the legality of your business's corporate status, and can shield you from personal liability as well.

Still have questions? Learn more about how to start your own business with Rocket Lawyer and get started today!
 

Key takeaways Starting a corporation in Oregon means following state rules, like choosing a unique name, filling out paperwork, and paying fees to make it official. One important choice is deciding how your corporation will be taxed in Oregon, either as an S-Corp or a C-Corp. This affects how the business and owners pay taxes, and the differences between the two change from state to state. After forming the corporation, you are recommended to keep records like bylaws and meeting notes to stay in good standing with the state and prove your business is real and operating correctly.

Additional resources

Learning how to enforce a contract is just one step. Explore these additional topics to learn more and take the next steps.

• What is a corporation?
• What is an S-corporation?
• How are corporations taxed?
• How to start a corporation
• How to register a corporation by state