Oregon C Corp Formation

Oregon C Corporation Formation

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Steven S.

Steven Stark

259 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Richard G.

Richard Gora

153 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Joshua G.

Joshua Garber

189 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Alana M.

Alana Martell

2 reviews
Alana Martell is a corporate attorney with one and a half decade's worth of experience. She is licensed to practice law in New York. Alana has a Juris doctorate in law, which she obtained from the Georgetown University Law Center. Alana is experienced in dealing with cases that involve mergers and acquisitions. She is also skilled in drafting, reviewing and negotiating commercial contracts. Between November 2016 and January 2018, Alana served as a general counsel at C2 Energy Capital.
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Austin J.

Austin Jones

Austin Jones is a partner attorney at the Law Office of Gideon and Jones, PCCL. He focuses on assisting companies and professional entrepreneurs in forming new companies, as well as in managing corporate legal issues. Austin has worked for the Court of Appeals in Texas and was a legal assistant at Hance Scarborough between 2009 and 2010. In 2014, Austin obtained his J.D. in law from the Texas Tech University. He is also registered with the Texas Young Lawyers Associations.
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Jonathan N.

Jonathan Nieh

Jonathan Nieh specializes in crowdfunding and syndication, but he also has experience in real estate law, securities law and in handling commercial contracts. Jonathan is licensed to practice law in California, and he received his J.D. in law from the University of California at Los Angeles School of Law. Jonathan has been an associate attorney at Trowbridge Sidoti LLP since November 2016, where he provides legal assistance in cases related to syndications, securities and crowdfunding.
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Michael W.

Michael Wasenius

Michael Wasenius is an experienced legal officer that specializes in real estate, financing, mergers, franchising, compliance and other corporate legal matters. He is the chief legal officer at Brookfield RPS. Prior to his position at Brookfield RPS, Michael gained experience by working at Fine Homes International and Lewis & Clarkson. Michael graduated cum laude with a Doctor of Law at the Saint John’s University School of Law.
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Isaac W.

Isaac Warren

Isaac Warren is a corporate attorney with more than 14 years’ experience. He has closed deals worth more than $3 billion in total. He focuses on business formation and operations, as well as employment law, real estate matters, securities and commercial contracts. Isaac is licensed to practice law in Oklahoma, Texas. Isaac is the managing attorney at his own law office, which he founded in 2013. Previously, he was the general counsel at Vertis Inc.
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Siddartha R.

Siddartha Rao

Siddartha Rao is a founding member of the New York City-based Rao Law Group which focuses on corporate law and cases involving complex litigation. Previously, he worked as legal counsel for a software firm. Siddartha received a J.D. from the University of Texas School of Law and also holds a B.A. in mathematics from Middlebury College. He is Executive Editor of the Journal of Law & Cyber Warfare.
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Kurt F.

Kurt Friedli

Kurt Friedli is a corporate attorney with more than three years of experience. He has been licensed to provide his legal services to clients in California. Kurt obtained a Juris Doctorate degree from the Santa Clara University School of Law. He primarily specializes in patents, as well as trademark and copyright law. Kurt is also experienced in drafting, negotiating and reviewing commercial contracts. He has been serving as legal analytics at RPX Corp since March 2015.
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Why use UpCounsel to form your C Corporation in Oregon?

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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:

  1. The C-Corp's name and address.
  2. The number of shares the C Corporation is authorized to issue.
  3. 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.
  4. 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:

  1. The Articles of Incorporation and any amendments.
  2. The C-Corp's Bylaws.
  3. Permanent Records of minutes of director and shareholder meetings or actions taken by shareholders or directors without a meeting.
  4. An alphabetical record of shareholders including their names and addresses and listing the number and class of shares held.
  5. Written communications to shareholders for the past three years.
  6. A list of names and business addresses of current directors and officers.
  7. Resolutions by the board of directors creating one or more classes or series of shares and their relative limitations and rights.
  8. 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.

Start Your Business Off Right with an Affordable C Corporation Attorney in Oregon

Start Your Company Off Right with Affordable C Corporation Attorneys in Oregon

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