Oregon S Corporation Formation Attorneys & Lawyers
How it Works
Seth Wiener
Steven Stark
Jake Siciliano
Richard Gora
Umar Farooq
Neil Park
Chelsie Campbell
Niq Howard
Sara Sass
Anthony Bettencourt
Oregon S Corporation Formation Lawyers
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Why use UpCounsel to form an S Corporation in Oregon
Starting an S Corporation in Oregon with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our S Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an S Corporation.
When forming an S Corporation in Oregon with UpCounsel, the attorney you choose to help you will conduct a business name search for your Oregon S Corporation and assist you in preparing your S 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 S Corporation has been formed and begins its existence as a corporate entity.
However, a corporation does not register as an S Corporation with the Secretary of State. It registers as a corporation with the state and then may file for S Corporation status with the IRS. S Corporation status is a taxation category which provides income tax advantages to small businesses.
Choosing a Company Name for Your S Corporation
One of the first steps in the process of forming your S 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 S Corporation reserved or registered.
Your S 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 S Corporation attorney can help you properly register your name with the State of Oregon.
Requirements for Forming a Oregon S Corporation
Articles of Incorporation : When forming an S 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 S Corporation.
This information must include:
- The S-Corp's name and address.
- The number of shares the S Corporation is authorized to issue.
- The S 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 S Corporation.
Additionally, a Oregon S Corporation formation generally requires inclusion and/or consideration of the following:
S Corporation Qualification Requirements: For a corporation to qualify as a S Corporation for tax purposes, it must meet the following requirements:
- Must be a domestic corporation.
- Have only allowable shareholders including individual, certain trusts, and estates; and may not include partnerships, corporations or non-resident shareholders.
- Have only one class of stock
- Have no more than 100 shareholders
- Not be an ineligible corporation (i.e. certain financial institutions, insurance companies, and domestic international sales corporations).
Additionally, a Oregon S Corporation formation generally requires inclusion and/or consideration of the following:
S Corporation Operating Agreement: Although the S Corporation Operating Agreement is not required with the Articles of Incorporation , it is a good idea for every S Corporation with more than one member to have one. Please be advised that the State of Oregon requires that the S Corporation Operating Agreements be filed when you submit an Oregon tax license form.
Membership: A S 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 S Corporation directly from the S 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 S Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the S-Corp's operating agreement.
Business Licenses: Business licenses and/or permits are required for most S-Corp's offering specific professional services. Contact the Oregon State Corporations Commission for specific licenses.
Resident Agent needed for a Oregon S Corporation
Remember every Oregon S 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 S 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 S Corporations
Annual Report: Each S 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 S Corporation must keep the following records open to inspection at its office:
- The Articles of Incorporation and any amendments.
- The S-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 S Corporation
The processing fee for the Articles of Incorporation is generally about $100. Also, the filing and reservation of the S-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 S Corporation
A Oregon S Corporation is a special type of corporation created through an IRS tax election. An eligible corporation can avoid double taxation (once to the corporation and again to the shareholders) by a corporation with a Subchapter S designation by the IRS. A corporation must file a Form 2553 to elect "S" status within two months and 15 days after the beginning of the tax year.
Owners of the S Corporation report business losses or profits on their personal tax returns, and therefore the business itself is not taxed. Each shareholder is responsible for paying taxes on their pro rata share of the S corporation's items of income, deductions, and credits (through a Schedule K-1 form).
Oregon state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a S Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.
Federal Income Tax: An S Corporation does not pay federal income tax.
Oregon State Income Tax: Oregon S-Corp's are exempt from the Oregon state income tax, however S Corporations are subject to tax by their built-in gain and excess net passive income.
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 S Corporation. An EIN is similar to an individual's social security number. You will need an EIN for your S Corporation as long as there is one member, even if the S 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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This is the most recent 20 reviews out of 26 reviews for Business Formation attorneys in Oregon
Operating Agreement
"Alisha Bond does an excellent job, she is efficient and quick and pays attention to all the details."
Emma C
.
Portland,
OR,
about 2 months ago
Form LLC
"Excellent to work with. Prompt and thorough."
Corey R
.
Troutdale,
OR,
about 1 year ago
Form LLC
"Jake was prompt, knowledgeable, and helpful, a pleasure to work with."
Dan L
.
Portland,
OR,
over 1 year ago
Review Advisory Agreement
"Erin was great at helping me revising my client service agreement with my physical therapy practice. She was very fast and was willing to talk with me multiple times under one set fee."
Hope H
.
Portland,
OR,
over 1 year ago
Assist with Other Business Formation Matter
"Working with Mr. Goodrich and his team has been a real pleasure. They provided everything I needed from the beginning to the end of my case. Always willing to find the perfect solution to problems. Looking forward to work again together"
Massimo C
.
Portland,
OR,
about 2 years ago
Corporate Dissolution
"Quick and accurate service."
Corey R
.
Troutdale,
OR,
about 2 years ago
Consult on Corporate Restructure
"Great guy, knowledgeable, and friendly."
Seif E
.
Portland,
OR,
about 2 years ago
Other Business Formation Matter Services
"Great to work with. Highly recommend."
Corey R
.
Troutdale,
OR,
over 2 years ago
Formation and Organization of a Delaware Single Member LLC
"I would highly recommend Mr. Stark and will continue to work with him moving forward. He assisted with my company formation and trademark registration as my situation wasn't straightforward. He is one of the best lawyers I have worked with. 5 stars!"
Faisal A
.
Portland,
OR,
about 3 years ago
Consult on Business Licenses & Industry Regulations
"We were looking for someone to review a business contract in order to safeguard our business goals and integrity. Devon made herself promptly available, listened to our concerns and thoroughly addressed them in constructive, insightful feedback. We would highly recommend her to anyone looking for a strategic advantage in negotiating contracts and business objectives. We also like the flat fee approach to her offers, and her willingness to break down larger plans into smaller milestones, in consideration of how everything relates. Thank you, Devon! You're the BEST!"
Scott S
.
Reseda,
CA,
about 3 years ago
Investment Club LLC Operating Agreement
"Robert was efficient and flexible in providing us with his expertise to form investment club documents. He was very patient while guiding us through all of the legal considerations with extremely quick response times and did it all under budget with a solid foundation to build our club on. My partners and I would recommend Robert to anyone looking for a friendly and knowledgeable lawyer who's easy to get a hold of!"
Theodore I
.
Portland,
OR,
over 3 years ago
Restructure Corporation
"Very efficient and easy to work with!"
Sherry S
.
Portland,
OR,
over 3 years ago
Form LLC
"Overall very good experience. Knowledgeable and helpful - able to deliver exactly what I needed."
Derick T
.
Portland,
OR,
over 4 years ago
Consult on Corporate Restructure
"Solid work. Always."
Aram H
.
Portland,
OR,
over 4 years ago
Buyout Agreement Services
"Neil made this quick and painless, was proactive in the reworking of the contract to ensure I’m protected and always answered when I rang him. I look forward to working with Neil on other business needs that we have."
Chris F
.
Lake Oswego,
OR,
over 4 years ago
Consult on Corporate Restructure
"I worked with Richard in putting together a new operating agreement and promissory notes for my organization. He was fantastic to work with. Even when the process got delayed (because of us, not him), he stayed patient and worked with us. I would recommend working with him."
Kate M
.
Portland,
OR,
almost 5 years ago
Review Operating Agreement
"Anthonie is very personable and incredibly knowledgable about all things business and legal related. He went above and beyond for us and we were so impressed at how detailed his work was."
Ashley G
.
Beaverton,
OR,
over 5 years ago
Assist with Other Business Formation Matter
"Geoffrey was very knowledgable and extremely fast in turning around our corporate formation. Very"
Scott E
.
Portland,
OR,
over 5 years ago
Foreign Qualification of LLC
"Alishan communicated clearly and was very helpful."
Teresa T
.
Portland,
OR,
over 7 years ago
Stripe Atlas Post-Incorporation Package
"Amazing experience. Would definitely recommend."
Ajinkya T
.
Portland,
OR,
almost 8 years ago