Oregon Articles of Incorporation
Oregon articles of incorporation form a corporation by filing with the Secretary of State, Corporation Division, for $100, setting the name, shares, registered agent, and incorporators. Attorney review available.
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Introduction
Oregon lets you create a corporation by filing articles of incorporation with the Secretary of State's Corporation Division, the document that brings a separate legal entity into existence so it can own property, sign contracts, and give its owners limited liability for the corporation's debts. In Oregon you form a business corporation by filing Articles of Incorporation with the Secretary of State, Corporation Division, and the filing fee is $100. Oregon law requires the articles to set forth the corporate name, the number of shares the corporation is authorized to issue, the initial registered office and registered agent, the name and address of each incorporator, a mailing address for notices, the principal office address, and at least one individual with direct knowledge of the corporation's operations (ORS 60.047). The registered agent must have a physical Oregon street address, not a post office box (ORS 60.111). Oregon does not charge a franchise tax. Instead it charges a corporate excise tax on net income, with a minimum tax that starts at $150 for a C corporation with Oregon sales under $500,000 (ORS 317.090), collected by the Oregon Department of Revenue. After formation, the corporation must file an annual report with the Secretary of State on the anniversary of its formation, with a $100 fee. DocDraft builds your Oregon articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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In Oregon, articles of incorporation filed with the Secretary of State's Corporation Division are what create a corporation as a separate legal entity, and filing them brings the corporation into existence.
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You file the Articles of Incorporation with the Oregon Secretary of State, Corporation Division, and pay a $100 filing fee. The Corporation Division is the filing office for forming an Oregon corporation.
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Oregon requires the articles to set forth the corporate name, the number of shares the corporation is authorized to issue, the initial registered office and registered agent, the name and address of each incorporator, a mailing address for notices, and the principal office address (ORS 60.047).
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The registered agent named in the articles must have a physical Oregon street address, not a post office box, and may be an individual who resides in Oregon or an entity authorized to do business in Oregon (ORS 60.111).
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Oregon does not charge a franchise tax. It charges a corporate excise tax on net income, with a minimum tax that starts at $150 for a C corporation with Oregon sales under $500,000 (ORS 317.090), collected by the Oregon Department of Revenue.
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After formation, an Oregon corporation must file an annual report with the Secretary of State on the anniversary of its formation, with a $100 fee. Filing on time keeps the corporation in good standing.
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Articles of incorporation form a corporation. To form an Oregon limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Oregon, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Oregon Requirements for Articles of Incorporation
File Articles of Incorporation With the Corporation Division
An Oregon business corporation is formed by filing Articles of Incorporation with the Oregon Secretary of State, Corporation Division. The filing fee is $100. The corporation legally exists once the Corporation Division files the articles.
Corporate Name Under ORS 60.094
The corporate name in the articles must satisfy Oregon naming rules under ORS 60.094 and be distinguishable from other entities on record with the Oregon Secretary of State (ORS 60.047).
Registered Office and Registered Agent
The articles must state the initial registered office with a physical Oregon street address, not a post office box, and name the initial registered agent, who resides in Oregon or is an entity authorized to do business in Oregon (ORS 60.111).
Authorized Shares
The articles must state the number of shares the corporation is authorized to issue, and at least one share must be authorized. If more than one class is authorized, the articles must describe each class (ORS 60.047).
Incorporators and Individual With Direct Knowledge
The articles must give the name and address of each incorporator and of at least one individual who is a director or controlling shareholder or an authorized representative with direct knowledge of the operations of the corporation (ORS 60.047).
File the Oregon Annual Report
After formation, an Oregon corporation must file an annual report with the Secretary of State on the anniversary of its formation, with a $100 fee. It updates the state on the address, registered agent, and officers.
No Franchise Tax; Corporate Excise Tax Minimum
Oregon does not charge a franchise tax. It charges a corporate excise tax on net income, with a minimum that starts at $150 for a C corporation with Oregon sales under $500,000 (ORS 317.090), collected by the Oregon Department of Revenue. This is general information, not tax advice.
Corporation Versus LLC
Articles of incorporation form a corporation. To form an Oregon limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.