How to Start a corporation in Oregon

The first step will be to decide on a name for your business. Choose a name that is memorable and unique, easy to understand and pronounce, and accurately represents your business. You'll want to search your name choices on the web to quickly find out if they are already taken. It's also best to jot down one or two alternatives, in case the name you settle on is not available for registration in Oregon.

There are a few rules that Oregon limited liability companies must follow in order to register a name.

• The name you choose must be unique and not "confusingly similar" to the name of any other Oregon business. This is to prevent fraud or misrepresentation and is a common rule in all 50 states.

  In the state of Oregon, your business name must be "distinguishable on record" before you may file for the name. You can find out whether a name is available in Oregon with the help of their Business Name Availability Check function. This determines whether or not someone has the business name you're considering filing in Oregon.

• Please keep in mind that the state of Oregon does not consider the following aspects when determining if the business name is available for filing.
  1. Words that tell what kind of a business entity it is, including "Inc.," "LLC," "Co.," and "Corp."
  2. Words that don't really change the meaning of the name
  3. Plurals
  4. Punctuation, including periods, commas, and apostrophes
  5. Capitalizations

You can learn more about how to choose and register a business name and other important statutory information through the Oregon Secretary of State.

Most states require that you designate a registered agent for your business, and Oregon is no exception. A registered agent acts as the state's means to communicate with a business and is responsible for receiving legal and official documents related to the business.

In the state of Oregon, most entities on record with the Secretary of State must maintain a registered agent and address in Oregon. A P.O. Box is not accepted as a registered agent address. A member of the LLC can act as the registered agent if desired, or you may also use a third-party registered agent service like MyCorporation.

It should be noted that registered agent information is made publicly available. This can cause privacy concerns for business owners who do not wish to list their personal contact information on the internet for everyone to see. It is also common for the registered agent to become a target of spam or robocalls since this private information is relatively easy to obtain.

Another issue that may arise is that in the case of a lawsuit, these documents would be hand delivered directly to the registered agent. In the case that you used your business location for this purpose, this could occur in front of your customers. This is why many business owners opt for a third-party registered agent service such as MyCorporation to act as a registered agent on behalf of their business.

The state of Oregon requires you to file Articles of Incorporation (PDF) (691 KB) to start a corporation. Please keep in mind that the filing fees differ whether you're filing as a for-profit corporation or nonprofit corporation. This document includes basic information about the Oregon corporation such as:

What information should be included in the Articles of Incorporation?

• Name of the corporation
• Principal office address of the corporation including street and mailing address
• Registered agent name and mailing address
• True name and mailing address of the incorporator(s)
• Classes of shares and number of shares of each class that the corporation is authorized to issue
• True name and mailing address of the individual causing the document to be delivered for filing

A filing fee of $50 is also required when submitting the Articles of Organization. Payments must be made payable when filing online. At the present time, paper forms are not accepted when filing Articles of Organization.

Corporate bylaws are a detailed set of rules agreed upon and adopted by the board of directors after a corporation is formed, that specify the internal management structure of the corporation. They are typically drafted by the corporation's founder or directors. Corporate bylaws are not submitted to the state.

The state of Oregon does not require a corporation to create bylaws upon approval of the Certificate of Incorporation, but it is strongly recommended. Bylaws allow a business to maintain consistency in the way it operates and communicate organizational rules to help avoid conflicts and disputes. They cover how directors are elected, meetings are organized, and officer roster and summary of duties. In addition to management, bylaws specify details about ownership rights, annual meetings, and the addition or removal of officers and directors.

If you are not sure how to create corporate bylaws, you can purchase MyCorporation's customized Minutes and Bylaws Package. This kit provides you with the internal documents required to fulfill your corporate formalities and properly operate your business after incorporating.

The board of directors of a corporation are normally elected by the shareholders. However, for a new business, the incorporator (the person who signed the Certificate of incorporation) will often designate the initial directors if there are no initial directors named in the certificate of incorporation. This is done by creating the "Statement of Incorporator" which will list the names and addresses of the initial directors of the business.

The statement of incorporator is then signed by all of the incorporators, which passes all elements of control over to the initial directors. This is filed not with the state, but in a corporate minute book of the incorporation. It is kept as part of the corporate record.

The first meeting of the board of directors is an important time in the life cycle of a corporation. During this meeting, the initial directors of the business will adopt the corporate bylaws, set the fiscal year, and appoint corporate officers. It is also common to authorize the issuance of shares of stock to the founders of your company, usually in exchange for assets.

This meeting, and all future meetings of the board of directors, must be recorded in corporate minutes. Minutes are documents that detail what was discussed and any decisions the business makes during meetings. They are stored with the corporate records.

Corporate minutes are required for all Oregon corporations by law. Falling behind on keeping and maintain minutes can jeopardize the corporation's liability protection and overall tax advantages. It is important to maintain updated corporate minutes and keep copies of all the signed and approved minutes or actions by unanimous consent from any special or annual meetings of the corporation's shareholders and directors.

Stock is a representation of ownership in your corporation. When your shareholders purchase stock, they are buying a small piece of your business. Although it's not legally required, it is common that most corporations will issue paper stock certificates to their shareholders.

In a private company (not publicly traded on the stock market), you can set the value to each stock however you see fit in your corporate bylaws. For example, one share could be worth $10 or $10,000, either would be completely acceptable.

Which licenses and permits are required to operate a business in Oregon? Check in with the Oregon Secretary of State's city hall or county clerk to obtain necessary licenses for your business. You may also learn about special licenses, like liquor licenses, your small business may need to obtain as well.

In the event that you need a bit of help, you may also turn to MyCorporation's business license compliance package. Our skilled professionals will do the work for you. We identify all of the licenses required by your business and provide you with the information you need in order to file.

An EIN (also referred to as a Federal Tax ID) is a nine-digit number that is issued by the IRS and used to uniquely identify your business for tax purposes. Think of it as a Social Security Number (SSN) for your business, except an EIN is less sensitive. It is important to wait until the LLC has been approved by the state before applying for an EIN. For that reason, filing for an EIN is one of the last things to do when you are setting up a business.

• Open business checking, savings, or investment accounts
• File taxes for the business
• Complete payroll for employees if applicable
• Obtain lines of credit and credit cards, as well as "build credit" for your business
• Apply for applicable business licenses when required.

You will only need a few pieces of information to file including your mailing address and legal business name. You can apply online Opens in a new window with the IRS by downloading IRS Form SS-4 (PDF)(116 KB), or work alongside a third party organization like MyCorporation to complete an EIN application.