Oregon C Corporation Formation
How it Works
Jennifer L. Mcghan, Esq.
Oregon C Corporation Formation
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Why use UpCounsel to form an C Corporation in Oregon
Starting an C Corporation in Oregon with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our C Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an C Corporation.
When forming an C Corporation in Oregon with UpCounsel, the attorney you choose to help you will conduct a business name search for your Oregon C Corporation and assist you in preparing your C Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Incorporation have been prepared and successfully filed with the Oregon Secretary of State, your Oregon C Corporation has been formed and begins its existence as a corporate entity.
Choosing a Company Name for Your C Corporation
One of the first steps in the process of forming your C Corporation is to choose your business name.
The business name that you choose must contain the words "Incorporated" or "Inc." It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign C Corporation reserved or registered.
Your C Corporation name may contain the name of one or more members.
By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Oregon S Corp before filing to see which names are available. Once you have chosen an available name, your chosen C Corporation attorney can help you properly register your name with the State of Oregon.
Requirements for Forming a Oregon C Corporation
Articles of Incorporation : When forming an C Corporation in Oregon, the Articles of Incorporation must be filed with the Oregon Secretary of State. Oregon state law requires that certain information be included in your Articles of Incorporation when forming your Oregon C Corporation.
This information mustinclude:
- The C-Corp's name and address.
- The number of shares the C Corporation is authorized to issue.
- The C Corporation must appoint a statutory agent designated to for its' service of process. The Original Appointment of Statutory Agent (incorporated into the Articles form) must provide the agent's name and address.
- The name and address of each incorporator of the C Corporation
Additionally, a Oregon C Corporation formation generally requires inclusion and/or consideration of the following:
C Corporation Operating Agreement: Although the C Corporation Operating Agreement is not required with the Articles of Incorporation , it is a good idea for every C Corporation with more than one member to have one. Please be advised that the State of Oregon requires that the C Corporation Operating Agreements be filed when you submit an Oregon tax license form.
Membership: A C Corporation must have one or more members.
Eligibility Requirements: A natural person or an entity.
Procedure for Membership: The member may acquire an interest in the C Corporation directly from the C Corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the C Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the C-Corp's operating agreement.
Business Licenses: Business licenses and/or permits are required for most C-Corp's offering specific professional services. Contact the Oregon State Corporations Commission for specific licenses.
Resident Agent needed for a Oregon C Corporation
Remember every Oregon C Corporation must have a registered agent in Oregon, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent may be an Oregon resident or business entity authorized to do business in Oregon. The registered agent must have a physical Oregon street address.
Oregon Secretary of State
Once you create an C Corporation in Oregon, the Oregon Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.
For further information, contact the Oregon Secretary of State.
Recurring Responsibilities and Duties for Oregon C Corporations
Annual Report: Each C Corporation shall provide an annual report to the Oregon Secretary of State regarding its financial condition to each of its members. There is a nonrefundable $100 filing fee.
Records: Each Oregon C Corporation must keep the following records open to inspection at its office:
- The Articles of Incorporation and any amendments.
- The C-Corp's Bylaws.
- Permanent Records of minutes of director and shareholder meetings or actions taken by shareholders or directors without a meeting.
- An alphabetical record of shareholders including their names and addresses and listing the number and class of shares held.
- Written communications to shareholders for the past three years.
- A list of names and business addresses of current directors and officers.
- Resolutions by the board of directors creating one or more classes or series of shares and their relative limitations and rights.
- A signed "Incorporator's Statement" showing the names and addresses of the initial directors who will serve on the board until the first annual meeting of shareholders.
Filing Fees for a Oregon C Corporation
The processing fee for the Articles of Incorporation is generally about $100. Also, the filing and reservation of the C-Corp's name is $100. These fees can change so it would be best to check with the Oregon Secretary of State on what the latest fees are. You may pay these fees in many different forms including, check or debit and credit cards, depending on how you send your form.
Taxes for a Oregon C Corporation
Oregon C Corporation shareholders do not report any of the business income and expense on their individual tax return. The corporation files tax returns and pays its income taxes (at generally lower tax rates than would individuals) while the individual shareholders report and pay personal income taxes only on monies paid them by the corporation.
It should be noted that shareholders are required to pay personal income taxes on income from dividends paid by a C Corporation even though income taxes have previously been paid by the corporation. This leads to what is commonly referred to as "double taxation".
Oregon state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a C Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.
Federal Income Tax: For federal income tax purposes, a C- Corp is recognized as a separate taxpaying entity. A corporation conducts business, realizes net income or loss, pays taxes and distributes profits to shareholders.
Oregon State Income Tax: Oregon C-Corp's are subject to an Oregon state income tax.
Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a C Corporation An EIN is similar to an individual's social security number. You will need an EIN for your C Corporation as long as there is one member, even if the C Corporation does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.
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