How to Start a Oregon Corporation

When you plan to start a business in Oregon, you must decide on the appropriate structure. Starting a corporation may be more complicated than creating an LLC in Oregon or a sole proprietorship. However, it is not that difficult as well. There are a few guidelines that you should be aware of when it comes to creating Oregon corporation. Starting a corporation involves a legal process, that is, the process of incorporation.

In this article, I will share a step-by-step guide to start a corporation in Oregon. I will also enlighten you on the advantages and disadvantages of having a corporation. Some people consider starting a corporation in Oregon more than other business structures since it has many advantages over other forms.

What is a Corporation in Oregon

In definition, a corporation is a formal organization established by stockholders, shareholders, or other people to make a profit. Like individuals, corporations can undertake contracts, own assets, sue and be sued, pay taxes, limit state and federal taxes, and loan funds from banking institutions.

Common Types of Corporations

Before you start with the process of forming a corporation, you should know what type of corporation you will form. There are several different forms of corporations you can take into consideration, depending on your corporation’s objectives and ownership structure.

C-Corporation: C-Corporation is the most known type of incorporation. They have almost all corporate distinguishing characteristics. Profits are distributed to corporate owners who are taxed at an individual level. The corporation is taxed similarly to a business unit.

S-Corporation: An S-Corporation is set up similarly to a C-corporation but has different tax implications and owner limits. S-corps have no more than 100 stockholders and are not taxed separately. These business units must also file paperwork with the Internal Revenue Service (IRS) to obtain their status.

Non-profit Corporation: Nonprofit businesses are frequently used by religious, educational, and charity institutions to run their operations without making a profit. Thus, a nonprofit corporation is exempt from paying taxes. The nonprofit organization’s gifts, contributions, or cash are reinvested in the company to fund its growth, future endeavors, or operations. Read how to start a nonprofit corp in Oregon to learn about nonprofit corporations.

If you have a small business, it is recommended that you form an LLC instead of a corporation in Oregon. LLCs have more tax benefits than other structures. Besides, LLCs protect your personal assets. However, it is wise to consult a legal expert before you start setting up your business in Oregon.
– LLCBuddy Editorial Team

How to Start a Corporation in Oregon

To start a corporation in Oregon, you must follow the below steps that, include forming a corporation name, appointing a board of directors, filing for Articles of Incorporation, drafting corporate bylaws, meeting with the board of directors, issuing stocks, creating a shareholders agreement, requesting for an EIN, and getting a license and permit. All these steps are basic ones. It can be changed depending on the type of corporation you form and the nature of your business.

Step 1: Choose a Corporation Name in Oregon

Naming your business is one of the most crucial activities during the startup phase. Your corporation name serves as the foundation for your brand. Legal procedures should be taken into account when choosing your corporation name. Choose a corporation name that will enable you to develop a strong brand identity without being hampered by irrelevant factors.

If you are forming an LLC, there is a complete guide on Oregon LLC name guidelines for a proper LLC name. Here are some guidelines you must follow while naming your corporation in Oregon-

Your business name must contain entity identifiers, such as “Incorporated,” “Limited,” “Corporation,” or “Company,” or an abbreviation, such as “Inc.,” “Co.,” or “Ltd.”
Exclude any words in your business name, such as “Trust,” “Bank,” “Credit Union,” or “Trustee,” or words related to a government agency, such as “FBI,” “State Department,” or “Treasury.”

Step 2: Board of Directors Initial Appointment

To form a corporation in Oregon, you must appoint an initial board of directors before making them permanent once the corporation is formed. In Oregon, you may appoint at least Three board of directors. The initial board of directors is in charge of guiding the overall strategy of your business. The structure, responsibilities, and powers given to a board of directors are determined by the bylaws of a company or organization. So, appointing your corporation’s initial board of directors in Oregon is a big step in forming a corporation.

Step 3: Filing the Articles of Incorporation in Oregon

After you appoint the initial board of directors in your Oregon corporation, the next step is to write and file a Articles of Incorporation. In writing, the Oregon Articles of Incorporation, the corporation name, principal place of business, the purpose of business, Oregon Registered Agent contact information, and the names and addresses of incorporators and/or initial board members, should be written.

Filing a Articles of Incorporation in Oregon may be done with two methods, online and by mail. The Articles of Incorporation fee may vary from different states. However, in Oregon, it costs $100 for online and by mail filing.

Online Filing: Create an account/Log in to the SOS site, get the online form, fill it, and submit online
Offline filing: Send the form by mail to Secretary of State, Corporation Division, 255 Capitol St. NE, Suite 151, Salem, OR 97310

Step 4: Draft Corporate Bylaws

Now you are done filing a Articles of Incorporation in Oregon, the next step is to draft corporate bylaws. Corporate bylaws are the basic rules that control a corporation. It includes the organization’s structure, processes, laws, and rules. As a result, all personnel, managers, and corporation members must obey the firm’s rules.

In creating corporate bylaws, you should include the following on how the decisions will be made-

The responsibilities are given to each officer.
How will judgments in business be made?
Where and when are the annual shareholder meetings?
The minimum number of shareholders required for decision-making.
Location and timing of dividend payments.

Step 5: Hold the First Board of Directors’ Meeting

After drafting the corporate bylaws, gather all the board of directors for the first meeting. This meeting will be finalized by appointing directors to manage the company’s daily operations, approve the bylaws, choose the corporation’s accounting year, and approve the stock issue. All board meetings should have minutes taken and stored with the company’s records.

Step 6: Issuing Stock in a Corporation

After starting your Oregon corporation, one of the first official corporate actions is issuing stock to the shareholders. Keep track of the number of shares issued to each shareholder and the purchase price. A corporation in Oregon is managed by its shareholders, who contribute to the business in exchange for ownership shares.

Step 7: Draft and Finalize a Shareholders Agreement

Even though drafting and finalizing a shareholders agreement is unnecessary, I suggest you still comply since it will benefit your corporation and its shareholders. A small business’s shareholders enter into a shareholder agreement contract. It establishes how ownership will be handled in unexpected situations, like a shareholder passes away, retires, becomes disabled, or quits the corporation. Early on in the life of your Oregon corporation, signing a shareholders’ agreement can help maintain corporate continuity and prevent future disputes.

Step 8: Request an EIN in Oregon

After everything is in place, you should get or request an Employer Identification Number (EIN). An EIN will serve as the tax ID for your Oregon corporation. EIN can be obtained from the Internal Revenue Service (IRS). It is a 9-digit number similar to Social Security Number. EIN, however, is distinct from SSN. It is only used for business-related activities, particularly for submitting general taxes. The form must be completed and uploaded to the IRS website.

The application of an EIN in Oregon can be through the following:

Apply Online- The EIN online application is the preferred method for customers to apply for and obtain an EIN.
Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that Form SS-4 contains all of the required information.
Apply by Mail- The EIN application For m SS-4 can be filed via mail. The processing time frame to receive the mail is 4 weeks.
Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

After you have your EIN number, you can benefit in a number of ways. It will give your corporation the final advantage necessary to operate at full capacity without encountering legal or judicial issues.

Step 9: Get Licenses and Permits for your Corporation in Oregon

Before your corporation operates in Oregon, you must have a business license. A business license is a document issued by a government agency that permits you to operate your business in the geographic region that that agency governs. To legally operate your corporation, you’ll need a business license. Numerous corporate licenses need to be filed and renewed regularly. Check out how to get business licenses and permits in Oregon to know more.

You must also register a DBA name if you intend to conduct business using a name other than your corporation’s legal name. The DBA name is sometimes known as “doing business as” or a “fictitious business name.” Depending on your location, you may need to register the DBA with your state, city, and county. You can skip this step if your business solely uses your legal company name.

Important Information

Paying your Taxes in Oregon

Even if you have established your corporation in Oregon, pay your taxes and keep everything up to date so you won’t pay any penalty. Unlike an LLC, there is a corporate tax that every corporation in Oregon has to pay. On the other hand, they must pay income taxes based on their business income. Some other types of taxes in Oregon are sales tax, franchise tax (not applicable to all the states), and other state taxes.

Cost of Forming a Corporation in Oregon

A filing and annual fee must be paid to form a corporation in Oregon. Without it, your corporation won’t operate. The initial filing fee for a corporation may vary depending on the state. However, in Oregon, it costs $100 for online and by mail filing. The corporation in Oregon also has to file an annual report (though it might not be mandatory, it is recommended to file one). Ensure you comply with all the necessary fees and costs so your corporation will run successfully and smoothly. If, in the future, you make any changes to your corporation, you must file the Oregon Amendment. It costs $100 to file an amendment in Oregon.

Advantages of Starting a Corporation in Oregon

Limited Liability: The biggest advantage of setting up a Oregon corporation is that the shareholders are not personally responsible for the debts of the company. As a result, when you incorporate as a corporation, personal assets like homes, vehicles, and other possessions are prohibited. One of the main benefits of setting up a corporation over a general partnership or sole proprietorship business structure is that neither the business nor the owners are held legally responsible for the obligations of the business, even if it means giving up their personal assets.

Limitless Corporation: The fact that a corporation’s existence is independent of its owners is another significant benefit of incorporation. In other words, a corporation has an endless life and will continue operating normally even if the owner dies or decides to sell their ownership.

Advantages in Tax: The deduction of health insurance premium payments made on behalf of an owner-employee is one of the many financial benefits to which corporations are entitled. Corporations also save on self-employment taxes since their revenue is not subject to workers’ compensation, Social Security, or medical taxes. Tax rates on corporate profits are lower than those on individual income.

FAQs

What are the steps to start a corporation in Oregon?

To start a corporation in Oregon, you will need to file Articles of Incorporation with the Oregon Secretary of State, appoint directors, issue stock to founders, adopt corporate bylaws, and obtain any necessary licenses and permits.

What is the cost to start a corporation in Oregon?

The fee to file Articles of Incorporation in Oregon is $50. Additional costs may include fees for obtaining licenses or permits and legal or accounting services.

What types of corporations can I form in Oregon?

Oregon allows for the formation of C Corporations, S Corporations, and Limited Liability Companies (LLCs).

Are there any tax advantages to forming a corporation in Oregon?

Oregon does not impose a corporate income tax, however Oregon does impose a minimum tax of $150 on all corporations, regardless of their income.

Is a Registered Agent required to form a corporation in Oregon?

Yes, Oregon requires all corporations to have a Registered Agent physically located in Oregon. The Registered Agent is responsible for accepting service of process and other official documents on behalf of the corporation.

Does Oregon require corporations to hold annual meetings?

Yes, Oregon law requires corporations to hold annual meetings of shareholders and directors.

Does Oregon require corporations to have bylaws?

Yes, Oregon requires corporations to have bylaws that outline the corporation’s structure, governance, and operating procedures.

Does Oregon require corporations to issue stock?

Yes, Oregon requires corporations to issue stock to the founders. The number of shares and type of stock must be outlined in the Articles of Incorporation.

What is the filing time for articles of incorporation in Oregon?

The Oregon Secretary of State typically processes Articles of Incorporation within two weeks of receiving them.

What fees are associated with making changes to my corporation in Oregon?

The fee to file amendments to the Articles of Incorporation in Oregon is $50. Additional fees may be required for other changes.

Does Oregon allow for the formation of Professional Corporations?

Yes, Oregon allows for the formation of Professional Corporations, which are used to provide professional services such as accounting, law, engineering, and architecture.

Does Oregon require corporations to file annual reports?

Yes, Oregon requires corporations to file an annual report each year. The annual report is due on the anniversary of the corporation’s formation date.

Are there any other reporting requirements for corporations in Oregon?

Yes, corporations in Oregon must file a Biennial Statement every two years. The statement is due on the anniversary of the corporation’s formation date.

Does Oregon allow for the formation of nonprofit corporations?

Yes, Oregon allows for the formation of nonprofit corporations. To form a nonprofit in Oregon, you will need to file Articles of Incorporation with the Oregon Secretary of State.

Does Oregon require corporations to have a corporate seal?

No, Oregon does not require corporations to have a corporate seal.

Does Oregon require corporations to adopt a corporate resolution?

Yes, Oregon requires corporations to adopt a corporate resolution when making certain decisions.

Does Oregon require corporations to maintain corporate records?

Yes, Oregon requires corporations to maintain certain corporate records. These records include the Articles of Incorporation, bylaws, meeting minutes, and stock records.

Does Oregon allow for the formation of foreign corporations?

Yes, Oregon allows for the formation of foreign corporations. To form a foreign corporation in Oregon, you will need to file a Certificate of Authority with the Oregon Secretary of State.

Does Oregon require corporations to register a trade name?

Yes, Oregon requires corporations to register a trade name if they will be doing business under a name other than their corporate name.

Does Oregon require corporations to have a Board of Directors?

Yes, Oregon requires corporations to have a Board of Directors. The board is responsible for overseeing the corporation’s operations and making major decisions.

Does Oregon require corporations to issue stock certificates?

Yes, Oregon requires corporations to issue stock certificates to shareholders.

Does Oregon allow for the formation of professional Service Corporations?

Yes, Oregon allows for the formation of professional Service Corporations, which are used to provide professional services such as accounting, law, engineering, and architecture.

Does Oregon require corporations to maintain a Registered Office?

Yes, Oregon requires corporations to maintain a Registered Office in the state that must be open during normal business hours.

Does Oregon allow for one-person corporations?

Yes, Oregon allows for one-person corporations.

Does Oregon require corporations to have a company website?

No, Oregon does not require corporations to have a company website.

Does Oregon require corporations to submit an annual tax return?

No, Oregon does not require corporations to submit an annual tax return.

Does Oregon require corporations to obtain licenses and permits?

Yes, Oregon may require corporations to obtain licenses and permits depending on their business activities.

Does Oregon require corporations to maintain minutes of meetings?

Yes, Oregon requires corporations to maintain minutes of meetings of the Board of Directors and shareholders.

Does Oregon require corporations to maintain corporate books?

Yes, Oregon requires corporations to maintain corporate books that contain the Articles of Incorporation, bylaws, meeting minutes, and stock records.

Does Oregon require corporations to hold periodic board meetings?

Yes, Oregon requires corporations to hold periodic board meetings to discuss and make decisions regarding the corporation’s operations.

Why Oregon Corporation is So Important

One of the key reasons why the Oregon Corporation is so important is its role in promoting economic development. By creating a legal structure for businesses to operate within, the Oregon Corporation helps to streamline the process of starting and running a business. This, in turn, promotes entrepreneurship and investment in the state, leading to job creation and economic growth.

Furthermore, the Oregon Corporation is essential in ensuring that businesses operate in a responsible and ethical manner. By requiring corporations to adhere to certain legal and regulatory guidelines, the Oregon Corporation helps to protect consumers, employees, and the environment from potential harm. This helps to build trust and credibility for businesses operating within the state, leading to stronger relationships with customers and the community.

In addition to promoting economic development and responsible business practices, the Oregon Corporation also plays a crucial role in fostering innovation and competition. By offering a legal framework for businesses to operate within, the Oregon Corporation encourages companies to explore new ideas, develop innovative products and services, and compete in the marketplace. This healthy competition leads to a more dynamic and diverse business environment, ultimately benefiting consumers through increased choice and lower prices.

The Oregon Corporation also serves as a valuable resource for businesses looking to expand and grow. By providing guidance on legal and regulatory requirements, the Corporation helps businesses navigate the complexities of scaling their operations, ensuring that they are able to grow sustainably and responsibly. This support is especially crucial for small and medium-sized businesses, which may lack the resources and expertise to navigate the challenges of growth on their own.

Ultimately, the Oregon Corporation plays a crucial role in supporting the state’s economy, protecting the interests of consumers and workers, and fostering innovation and competition. Without the structured framework provided by the Corporation, businesses would struggle to operate efficiently and responsibly, leading to potential social and economic consequences.

In conclusion, the Oregon Corporation is an indispensable entity that plays a critical role in shaping the business landscape of the state. By providing a structured framework for businesses to operate within, promoting economic development, ensuring responsible business practices, and fostering innovation and competition, the Oregon Corporation helps to create a thriving and robust business environment that ultimately benefits consumers, workers, and the community as a whole.

Conclusion

When determining which corporate form is best for you, be selective. You must know which business structure is bet-fitted for your product/service in Oregon. Consult a legal professional before you take the first step while setting up your business. Finding the ideal ratio of corporate advantages and legal protection that meets your unique needs is very important. In forming a corporation in Oregon, you need to ensure that every detail is well-formed so that your corporation will be successful. And if you have any questions, share them in the comment section below.