Form a S-Corp in Oregon
Everything you need to know about forming a S-Corp 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 required designator such as 'Corporation,' 'Incorporated,' 'Company,' or an abbreviation like 'Corp.' or 'Inc.' Search the Oregon Secretary of State business name database to confirm availability before filing.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Oregon (P.O. boxes are not allowed) who is available during normal business hours to receive legal and official documents on behalf of the corporation. The agent can be an individual Oregon resident or a registered commercial agent.
15 minutes
File Articles of Incorporation
Prepare and file the Articles of Incorporation with the Oregon Secretary of State Corporation Division, either online through the Oregon Business Registry or by mail. The filing must include the corporate name, registered agent information, number of authorized shares, and incorporator details.
1-2 hours
Draft Corporate Bylaws
Create corporate bylaws that govern the internal operations of the corporation, including shareholder rights, board of directors structure, officer roles, meeting procedures, and voting requirements. Although not filed with the state, bylaws are legally required in Oregon and must be maintained at the principal office.
2-4 hours
What's Next After Filing
Once your S-Corp is officially formed, you'll want to complete these important steps:
- •Hold Organizational Meeting — Convene the initial organizational meeting of the board of directors to adopt bylaws, appoint officers, authorize issuance of stock, and address other initial business matters. Document the meeting with formal minutes and retain them in the corporate records book.
- •Obtain EIN and File IRS Form 2553 — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost, then file IRS Form 2553 (Election by a Small Business Corporation) to elect S-Corporation tax status. The form must be filed no later than two months and 15 days after the beginning of the tax year the election is to take effect, and all shareholders must consent in writing.
- •Register for Oregon State Taxes and Obtain Licenses — Register with the Oregon Department of Revenue for applicable state taxes, including corporate income tax (Oregon recognizes the federal S-Corp election), payroll taxes, and any applicable sales or use taxes. Obtain any required local business licenses or permits specific to your industry and municipality.
Advantages
- ✓Pass-through taxation avoids federal and Oregon double taxation — income is taxed only at the shareholder level, not at the corporate level
- ✓Shareholders who are employees can receive a reasonable salary and take additional distributions, potentially reducing self-employment (FICA) taxes compared to a sole proprietorship or partnership
- ✓Provides strong personal liability protection, shielding shareholders' personal assets from business debts and legal judgments
- ✓Oregon recognizes the federal S-Corp election automatically, simplifying state tax compliance without requiring a separate state election filing
Considerations
- •Strict IRS eligibility restrictions apply — S-Corps are limited to 100 shareholders, only one class of stock, and shareholders must be U.S. citizens or resident aliens, excluding many investors and corporate shareholders
- •Oregon S-Corporations are still subject to the Oregon corporate excise tax with a minimum tax of $150, and shareholders must pay Oregon personal income tax on their pro-rata share of income regardless of distributions received
- •More administrative burden than an LLC, including requirements to hold and document annual shareholder and director meetings, maintain detailed corporate minutes, and adhere to formal corporate governance rules under Oregon Revised Statutes Chapter 60
Annual Obligations
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