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
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.
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).
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).
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).
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).
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.
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.
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.
Frequently Asked Questions
In Oregon, articles of incorporation are the founding document you file with the Secretary of State to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation's debts. Oregon law requires the articles to set out the corporate name, the number of shares the corporation is authorized to issue, the initial registered office and registered agent, and the name and address of each incorporator (ORS 60.047).
In Oregon, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock. Articles of organization create a limited liability company (LLC), which has members instead of shareholders and issues no stock. Both are filed with the Oregon Secretary of State, Corporation Division, and both form a separate legal entity, but they create different kinds of entities under different parts of Oregon law. Choose the one that matches the entity you want.
You file the Articles of Incorporation with the Oregon Secretary of State, Corporation Division, and the filing fee is $100. You can file online or by mail. Once the Corporation Division accepts and files the articles, the corporation legally exists in Oregon. The $100 fee is grounded in the Oregon Secretary of State fee information and should be reconfirmed on the current fee schedule before filing.
Oregon requires the articles to set forth the corporate name, the number of shares the corporation is authorized to issue, the address of the initial registered office and the name of the initial 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 name must satisfy Oregon naming rules under ORS 60.094.
The registered agent named in Oregon articles of incorporation must have a physical Oregon street address, not a post office box, and must agree to accept legal papers for the corporation (ORS 60.111). The agent can be an individual who resides in Oregon or a business entity authorized to transact business in Oregon. The corporation must keep a registered agent on file for as long as it exists.
No. Oregon does not charge a franchise tax. Instead it charges a corporate excise tax on net income for the privilege of doing business in Oregon, with a minimum tax that starts at $150 for a C corporation with Oregon sales under $500,000 and rises on a tiered scale (ORS 317.090). The corporate excise tax is collected by the Oregon Department of Revenue. This is general information, not tax advice.
An Oregon corporation must file an annual report with the Secretary of State, Corporation Division, on the anniversary of the date it was formed, and the fee is $100. The annual report updates the state on the corporation's address, registered agent, and officers. Filing on time keeps the corporation in good standing; missing it can lead to administrative dissolution.
In Oregon, articles of incorporation are the short public document you file with the Secretary of State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Oregon articles to exist as a corporation and the bylaws to govern it day to day.