How to Start a Corporation in Oregon

Forming an Oregon corporation can be a great idea if you are looking to attract venture capitalists and private investors.

In order to get started, you will need to file the Articles of Incorporation with the Oregon Corporation Division, create your corporate bylaws, and choose your initial director(s).

Note: You will need to appoint a registered agent in order to file your formation documents with the state. 

We’ll show you how to start a corporation in Oregon yourself.

Or, simply use a professional service:

Northwest ($29 + state fee)

It's Easy to Incorporate in Oregon

Step 1: Name Your Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Articles of Incorporation
Step 5: Get an EIN

For a look at corporation formation in every state, check out our other How to Start a Corporation guides.

Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.

Step 1: Name Your Oregon Corporation

Choosing a business name is the first step in starting a corporation.

1. Oregon naming guidelines:

Your corporation’s name:

• Must be comprised of the English letters “a” through “z”, and the Arabic and Roman numerals 0 through 9. Numerals can be written out or presented as integers. 
• Must be distinguishable from the names of all entities that have the right to transact business in Oregon (e.g., corporations, LLCs, etc.). 
• Can include specified special characters only (e.g., @, %, >, etc.). It is important to note that these do not make a name distinguishable. 
• Must contain an entity identifier (e.g., Corporation, Company, Professional Corporation, etc.). Suitable abbreviations can also be used. 
• Cannot contain words that in any way imply that the corporation is a state agency — or is affiliated with any of its political subdivisions — unless prior authorization has been given.

For more information, you can read Oregon state statute 60.094 about corporation naming guidelines or the Oregon Secretary of State’s naming guidelines page.

 2. Is my corporation name available in Oregon?

Your Oregon corporation name must be unique and distinguishable from other business names in Oregon. Use the Oregon Secretary of State’s Business Registry Database to determine if your desired business name is available.

3. Is the URL available?

Before registering your Oregon corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.

Step 2: Choose an Oregon Registered Agent

You must appoint an Oregon registered agent when registering your corporation with the Oregon Secretary of State. 

A registered agent is an individual or entity appointed to receive service of process, government correspondence, and compliance documents on behalf of a business.

Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your Oregon registered agent as long as the person:

• is 18 years or older
• has a physical address in the state where business activity is conducted
• is available (in person) during normal business hours

Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).

Step 3: Hold an Organizational Meeting

Before you officially file the Articles of Incorporation in Step 4, you will need to hold an organizational meeting to complete the following tasks:

• Fill out and execute the Articles of Incorporation
• Create and approve bylaws
• Select your initial director(s)
• Determine your share structure
• Execute an Incorporator’s Statement

Create and Approve Corporate Bylaws

Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.

Appoint Initial Directors

You must appoint at least one director who will oversee your Oregon corporation until the first shareholder meeting.

A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.

After forming the corporation, the incorporator(s) — or initial director(s), if named on the formation documents — should call an organizational meeting. During this initial meeting, either the incorporator(s) will elect the board of directors or the initial director(s) will appoint the officers. 

Choose a Share Structure and Strategy

A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation. 

Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.

Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.

The Articles of Incorporation form issued by the Oregon Secretary of State can only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must either attach an additional provision or compose your own Articles of Incorporation.

Create and Execute an Incorporator’s Statement

The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book. 

This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder meeting. It should be stored with the rest of your corporate records.

Step 4: File the Oregon Articles of Incorporation

You will need to file the Oregon Articles of Incorporation to set up a corporation in Oregon. You may file it by mail or online with the Oregon Secretary of State. The filing cost is $100.

This document will cover the basics of your corporation, including:

• Corporate name and street address
• Corporate registered agent name and street address
• The number of authorized shares the corporation is allowed to issue
• Initial president and secretary names and addresses
• Incorporator(s) name(s) and address(es)

The Articles of Incorporation form issued by the Oregon Secretary of State can only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must either attach an additional provision or compose your own Articles of Incorporation.

File the Oregon Articles of Incorporation

Option 1: File Online With the Oregon Business Registry

- OR -

Option 2: File the Articles of Incorporation by Mail or In Person

Filing Cost: $100

Filing Address:
Secretary of State
Corporation Division
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327

Step 5: Get an EIN for Your Oregon Corporation

An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a Social Security number for the company. An EIN is needed:

• To open a bank account for the company
• For federal and state tax purposes
• To hire employees

Get an EIN

Option 1: Request an EIN from the IRS

Apply Online

- OR -

Option 2: Apply for an EIN by Mail or Fax

Download Form

Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999

Fax: (855) 641-6935

Fee: Free

Running Your Corporation

It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.

Taxes, Annual Renewal, & Licensing

Oregon State Corporation Tax Requirements

Depending on the nature of your business, you may be required to register for one or more forms of state tax:

Oregon Sales Tax

Oregon is one of five states that does not have a sales tax on goods and services.

Oregon Employer Taxes

If you hire employees, you will need to register for Oregon employer taxes through the Oregon Department of Revenue's website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.

Oregon Corporation Licenses and Permits

To operate your corporation in Oregon, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.

Learn more in our Oregon Business License guide.

File the Oregon Corporate Annual Renewal

You must renew your Oregon corporation annually with the Secretary of State. You can complete this process online, or you can print the annual report from the online renewal site and mail it. The report is due by the anniversary date of the corporation’s registration. The filing fee is $100.

Corporate Dissolution & Oregon Good Standing

How to Get an Oregon Certificate of Good Standing

A Certificate of Good Standing, known in Oregon as a Certificate of Existence, verifies that your Oregon corporation was legally formed and has been properly maintained.

You may order a Certificate of Existence in Oregon by mail, by fax, or in person by submitting a Request for Certificate form to the Secretary of State. The fee is $10.

Order an Oregon Certificate of Existence

Request a Certificate by Mail, by Fax, or In Person

Fee: $10

Filing Address:
Secretary of State
Corporation Division
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327

Fax: (503) 378-6520

How to Dissolve a Corporation in Oregon

If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.

There are five main steps to close your Oregon corporation:

• Stop doing business
• Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
• File the Articles of Dissolution with the Oregon Secretary of State
• Close your federal business tax accounts with the IRS and submit the Business Change in Status form with the State of Oregon
• Close your business bank accounts

File Dissolution Documents

You must file the Articles of Dissolution with the Oregon Secretary of State to dissolve your Oregon corporation. The filing fee is $100.

Is a Corporation Right For You?

An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.

LLC vs. Corporation | Form an LLC

Steps After Forming a Corporation

After forming a corporation, you’ll want to protect your personal and business assets and build credit.

Taking these steps will set your business up for success:

• Open a Business Bank Account
• Open a Business Credit Card
• Establish and Build Business Credit
• Get Insurance
• Protect Your Corporate Veil

Oregon Corporation FAQ

Oregon Corporation Quick Links

• Oregon SOS Corporation Forms
• Oregon SOS Business Registration FAQ
• Oregon Name Availability Information
• Oregon Corporation Statutes