The Articles of Incorporation Oregon must be filed with the Secretary of State in order to start a corporation. The articles of incorporation do not have to be a complex document.

Businesses in the State of Oregon

With the 27th largest population in the U.S., Oregon services both small and large businesses. Oregon's dominant industries include technology, timber, and agriculture. One of the first things you should do when forming a corporation in Oregon is to choose a business name. The name of your business will need to include the word "limited," "incorporated," "company," "corporation," an applicable abbreviation of those, or words of similar meaning.

Oregon Corporate Name

There are certain words which are restricted from being included in the name of a business. In other words, they'll need to be specially approved by the state of Oregon in order to be used. Some examples of this include:

  • Accounting
  • Bancorp
  • Capital
  • Credit Financial
  • Finance
  • Interbank
  • Lending
  • Safe Deposits
  • Savings
  • Trust
  • Trustees

On the other hand, there are certain words and phrases that are totally prohibited from being used at all in corporate names, an example of this is the word "cooperative."

How to Setup an Oregon Corporation

The name of the business must be unique and distinguishable from all other names on file with the Oregon Secretary of State (SOS). The SOS office allows applicants to proactively search their business name database in order to check for name availability.

An application for a name reservation may be filed with the SOS. The reservation holds the name for 120 days, and it can be filed online with the Oregon Central Business Registry or by mail. In the state of Oregon, filing the articles of incorporation with the SOS will legally create the corporation.

Each corporation registered in Oregon must have a registered agent appointed to it. It's important to create a corporate records book in order to keep track of significant papers, including:

  • Stock certificates
  • Shareholder meeting minutes
  • Stock certificate stubs
  • Minutes of directors

Creating the bylaws is a crucial step to take in forming an Oregon corporation. Remember to comply with all other regulatory and tax requirements.

Oregon Articles of Incorporation

The articles of incorporation will include the following information:

  • Corporate address and name
  • Address and name of registered agent
  • Number of shares that the business is authorized to issue
  • Address and name of all incorporators

The articles of incorporation may be filed online or by mail. The filing fee is about $100 and will usually take about 3-5 business days to complete. Online expedited filing is available for an additional fee.

Express and commercial overnight delivery are acceptable. You may also hand deliver the documents directly to the SOS. Email is not an acceptable form of transmission due to cybersecurity threats. Learn more about how an UpCounsel Cybersecurity lawyer can help you.

The articles of incorporation need to identify the directors and officers of the corporation. Additionally, the articles should describe the qualifications for holding the role of director. Unless it's included in the bylaws, a director doesn't need to reside in Oregon or be a stockholder. The addresses and names of the directors and officers are not required to be included in the articles of incorporation.

Oregon Registered Agent

In Oregon, the registered agent may be an individual or another corporation that willingly agrees to take legal papers on behalf of the corporation.

A registered agent may be a resident of Oregon or another business entity that's authorized to work in Oregon. As an agent for service of process within the state, the agent must possess a physical address within Oregon.

Oregon Corporation Annual Reports

All foreign and domestic corporations that are registered to do business in Oregon must file an annual report with the Oregon SOS. The annual reports should be filed in the year in which they are due. It should be received by the SOS prior to the anniversary in order to avoid paying a late fee.

Employer Identification Number

All corporations must request and obtain a federal employer identification number (FEIN). A FEIN may be obtained by submitting an online application on the Internal Revenue Service website. No filing fee is required.

How to Elect an S Corporation?

All businesses that would like to elect S corporation status will need to submit Form 2553. Remember, it should be signed by all stockholders of the corporation.

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