Form a Corporation in Oregon
Everything you need to know about forming a Corporation in Oregon. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique name that includes a corporate designator such as 'Corporation,' 'Incorporated,' 'Company,' or an abbreviation like 'Corp.' or 'Inc.' Search the Oregon Business Registry to confirm name availability before filing.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Oregon who is authorized to receive legal documents on behalf of the corporation. The registered agent can be an individual Oregon resident or a registered commercial agent.
15 minutes
File Articles of Incorporation
Submit Articles of Incorporation to the Oregon Secretary of State, either online through the Oregon Business Registry portal or by mail. The articles must include the corporate name, registered agent information, number of authorized shares, and incorporator details.
1 hour
Pay the Filing Fee
Pay the $100 base filing fee when submitting your Articles of Incorporation. If expedited 24-hour processing is needed, include the additional $50 expedited fee at the time of submission.
10 minutes
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Adopt Corporate Bylaws — Draft and adopt corporate bylaws that govern the internal operations of the corporation, including rules for shareholder meetings, board of directors responsibilities, officer roles, and voting procedures. While not filed with the state, bylaws are legally required under Oregon law.
- •Hold Organizational Meeting & Issue Stock — Conduct an initial organizational meeting of the board of directors to adopt bylaws, elect officers, authorize the issuance of stock, and handle any other initial corporate business. Issue stock certificates to initial shareholders as authorized in the Articles of Incorporation.
- •Obtain EIN and Register for State Taxes — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost. Register with the Oregon Department of Revenue for applicable state taxes, including corporate excise tax or income tax, and obtain any required business licenses or permits.
Advantages
- ✓Strong liability protection separating personal assets from corporate debts and obligations
- ✓Ability to raise capital through the issuance of stock, making it attractive to investors and venture capital
- ✓Potential S-Corp tax election available to qualifying corporations to avoid double taxation at the federal level
- ✓Perpetual existence allowing the corporation to continue regardless of ownership changes or death of shareholders
- ✓Enhanced credibility and professional standing with customers, vendors, and financial institutions
Considerations
- •Subject to Oregon corporate excise tax with a minimum $150 annual tax, plus potential double taxation on dividends for C-Corps
- •More complex formation and ongoing compliance requirements compared to LLCs, including mandatory bylaws, board meetings, and stock issuance
- •Higher administrative burden with annual report requirements, corporate recordkeeping, and state regulatory compliance
- •Greater cost and complexity if electing S-Corp status, including strict IRS eligibility requirements such as limits on number and type of shareholders
Annual Obligations
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