How to Form a C Corporation in Oregon

Introduction

If you’re starting a business in Oregon, it’s a good idea to form it as a C corporation. That way, your company will be able to raise funds from investors and attract professional talent that might not want to work for an LLC or sole proprietorship. The steps to form a corporation in Oregon are straightforward enough that you can do them yourself without hiring an attorney—just follow these steps:

Choose a name for your business.

A corporation in Oregon must have a name that is distinguishable from all other names on file with the Secretary of State. You may not use a name that is misleading or imply a connection with government or another organization. A corporation’s name must also follow these rules:

• Can’t sound like an individual’s name (like John Smith Corporation)
• Must contain at least one word
• Can’t include punctuation, numbers, or special characters (other than “Inc.,” “Ltd.,” Limited, Corporation,” International”, or similar words)
• Must be available for use by others

File a Certificate of Assumed Business Name (or “DBA”).

• What is a DBA?

A “DBA,” or “doing business as,” name is the name you use when operating your business. It’s important that you have one because it lets people know who they’re doing business with. In Oregon, you can file this form online; however, if you’re starting a new business and don’t yet have an EIN (see below) then you’ll need to mail in your DBA application. This process usually takes about two weeks to complete so plan ahead!

• Why do I need one?

You’ll need a DBA in order for potential clients and partners to find out who is running their accounts at any given time. A good example of this would be if someone wanted their taxes done but didn’t want their personal information shared publicly by using their full name on K-1 forms instead they’d use an assumed name like “John Smith Accounting Services LLC” instead which would allow them anonymity while still allowing us access into what needs done without compromising confidentiality agreements between parties involved with individual transactions taking place under those circumstances.”

Choose a registered agent.

When you form a C corporation in Oregon, you must choose a registered agent to receive legal notices on behalf of the corporation. This is usually a lawyer or other professional who specializes in corporate law, but it can also be an individual who lives within Oregon and has no formal training.

Forbes recommends choosing an individual over a commercial registered agent because “individuals tend to be less expensive.” The internet abounds with services that help you find an appropriate registered agent for as little as $15 per year.

File the Articles of Incorporation.

The first step in forming a c corporation in Oregon is to file the Articles of Incorporation with the Secretary of State. The articles should include:

• The name and address of your corporation
• The names and addresses of its directors (and their signatures)
• A statement that the corporation is formed for a specific purpose, such as “manufacturing” or “research”.

Create bylaws.

Once you’ve decided to form a C corporation in Oregon, you’ll need to establish bylaws for the corporation. These set out its basic rules and procedures for operation. While not required by law, it’s recommended that you write up some bylaws so that everyone involved knows what is expected of them and how things will run within your business. To be safe, get them reviewed by a lawyer before filing with the state.

The following are guidelines for creating effective corporate bylaws:

• They should be written in plain English
• They should define who makes decisions on behalf of the company (majority vote or unanimous decision?)
• They should outline how voting works (electronic? mail-in?)

Hold an initial board meeting and issue stock certificates.

After you’ve formed your Oregon C corporation, it’s time to hold an initial meeting of the board of directors. The board will decide who will be the first board members and officers. The board also issues stock certificates to shareholders, which they get in return for investing in the company.

For example, if you want to issue 1 million shares at $1 per share, then each of those million shares would be worth $1 million. If someone agrees to invest $10 million into your company, then they would get 100K shares (out of 1M total) and each one would be worth $100K ($10M/1M = 100K).

You can use this formula for any number of shares:

$X/$Y = Z number of shares

The steps to form a corporation in Oregon are straightforward enough that you can do them yourself.

The steps to form a corporation in Oregon are straightforward enough that you can do them yourself. The state has a simple process and low fees. You’ll need to fill out some paperwork with the secretary of state, but after that you can start operating as a C corporation.

Oregon has many other benefits that make it a good location to incorporate your business, including:

• A very flexible tax system (no income or sales tax). This means you won’t have to pay any taxes on profits made by your company. Instead, you’ll be paying regular federal and state taxes on other types of income earned by the business such as wages paid to employees or rental property income received from tenants living in homes owned by the corporation (called “pass-through” taxes).

Conclusion

That’s it—you’re a corporation! In the next section, we’ll look at some of the services and resources available to you as an Oregon C Corp.