Oregon C Corp Formation

Oregon C Corporation Formation

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Steven S.

Steven Stark

310 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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Joshua G.

Joshua Garber

217 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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Richard G.

Richard Gora

163 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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Eli M.

Eli Marchbanks

Currently, Eli Marchbanks is both the Co Founder and Senior Vice President of Strategy and Policy at Basic Counsel, as well as an Attorney with The Navigate Law Group. His practice as an Attorney is mainly focused on Criminal Law and Business Law. He also has experience handling intellectual property matters. He has worked with businesses in the financial, marijuana, alcohol and tech industries. In 2013, he was awarded the Excellence For The Future Award and he appeared on the Dean's List.
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Joe S.

Joe Sigety

Based in Utah, Joe Sigety works in business law and litigation, real estate law, and legal matters related to employment. While receiving his J.D. at University of Nebraska College of Law, Joe was a finalist in the Allen Moot Court Competition and worked in the Civil Clinic Program representing low-income clients. He also holds a B.A. from Brigham Young University.
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Mark G.

Mark Gonzales

Available 24 hours a day and collecting no fees unless the client wins, Mark Gonzales’ law firm proves that results really do matter. Representing individuals in personal injury, auto accident, and medical malpractice cases, Mark Gonzales advocates for your rights and acts as the arm that understands the law while pushing it in your favor. As a licensed practitioner in California, Mark Gonzales also covers issues involving serious brain injury, wrongful death, product liability, and dog attacks.
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Cameron D.

Cameron Daw

2 reviews
Cameron Daw is a transaction attorney that primarily specializes in assisting startup companies. He has more than four years’ experience. Cameron is licensed to practice law in Nevada and Utah. He obtained his legal degree from the University of Nevada, Las Vegas, William S. Boyd School of Law. Cameron is also experienced in mergers and acquisitions, as well as securities and finances. He has been a partner attorney at Freeman Lovell, PLLC, since October 2016.
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Gregory O.

Gregory O'neill

An Executive Partner with Hill Betts & Nash LLP in New York, Gregory O’Neill has conducted over 100 jury trials in his long and distinguished career. A certified mediator, O’Neill serves private businesses, municipalities, marine operators and their insurers, and associations providing comprehensive counsel and representation. A graduate of Fordham University, O’Neill also speaks fluent Spanish.
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Shannon M.

Shannon Mirus

Shannon graduated from the University of Arkansas School of Law. Her background includes degrees in Agricultural Business and a masters in Agricultural and Food law. She ha... read more
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Adam  M.

Adam Michael

15 reviews
Adam Michael is a business lawyer with a fundamental focus on companies in the technology industry. He received his legal degree from the Boston University School of Law, and he is licensed to practice law in New York. Adam has represented Citibank, 25K Startups, NBC Universal and many other corporate clients. He has extensive experience in dealing with commercial contracts, as well as legal cases related to real estate law.
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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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