Oregon S Corp Formation

Oregon S Corporation Formation

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Steven S.

Steven Stark

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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 Gora

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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 Garber

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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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Michael Z.

Michael Zussman

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Michael counsels tech companies, emerging businesses, entrepreneurs, artists and musicians as they grow their businesses. He ensures that companies are protected from inception and works on privacy compliance and issues relating to user-generated content. From 2013 to 2015, he was selected to be on the Super Lawyers® Rising Stars list. Outside of work, Michael is a long-distance runner.
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Adam Z.

Adam Zuwerink

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Adam Zuwerink is a Transactional Attorney, representing both individuals and business clients. He is well equipped to work with federal acquisition regulations and legal documents. Adam handles cases involving Real Estate Law - in fact, he was awarded the a Michigan Super Lawyer Rising Star from 2012 through 2015 for his work in this area. He has also been recognized among the Muskegon Chronicle’s 40 under 40 future leaders and more. He graduated from the University of Virginia School of Law.
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Karen Sutton, Patent Attorney

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Karen is a registered patent attorney with over 15 years of experience helping individuals, startups, and small businesses achieve their intellectual property goals. She is known for delivering value for her services, offering a blend of legal and creative problem-solving tailored to each client’s needs. Karen always goes above and beyond merely providing help with intellectual property.
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Jesse D.

Jesse Danoff

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Commercial and corporate attorney with exhaustive experience aiding growing companies clear legal hurdles on a pathway to success. Have worked in a number of industries inc... read more
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Charlton M.

Charlton Messer

11 reviews
Currently an Attorney with his own Law Firm, Charlton Messer provides in-house and General Counsel services for startups, as well as medium-sized businesses. His experience also includes Estate Planning for Business Owners. He can form entities for all types of clients - from LLCs to S-corps to partnerships. In 2014, Charlton graduated from the University of St. Thomas School of Law with his J.D. He has also obtained his B.S.B.A. in Economics from the Oklahoma State University.
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Amber Beebe

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Amber has more than 14 years of unique business law practice experience. After graduating from a private and esteemed law school in the Chicagoland area with Honors, she re... read more
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Maudia W.

Maudia Washington

Maudia Washington owns her own law firm, handling Bankruptcy, Real Estate and Business matters. Previously, she worked as a Business Law Adjunct Professor at Trine University. Maudia is a member of the American Bar Association and has experience in drafting and reviewing contracts, purchasing new homes or commercial property, franchising businesses and more. She obtained her J.D. from the Michigan State University.
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Why use UpCounsel to hire a Oregon S Corporation Formation Attorney?

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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:

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

  1. Must be a domestic corporation.
  2. Have only allowable shareholders including individual, certain trusts, and estates; and may not include partnerships, corporations or non-resident shareholders.
  3. Have only one class of stock
  4. Have no more than 100 shareholders
  5. 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:

  1. The Articles of Incorporation and any amendments.
  2. The S-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.
  9. 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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