How to Form an S Corporation in Oregon


Starting and running an S corporation in Oregon can be a little tricky, but it’s not impossible. You’ll need to follow a few steps and make sure that all of your documents are filed correctly, but if you do it right, you’ll be on your way to forming an S corporation in no time!

Decide on a Name for Your Corporation

The name of your corporation must be distinguishable from other corporations and cannot include words that indicate a specific type of business. This is important because if the Secretary of State decides that your proposed name is too similar to an existing corporation’s name, they may reject it.

In addition, the IRS has certain limitations on what words are allowed in a corporation’s name. For example, if your corporation conducts business online through e-commerce websites like Amazon or eBay, its name cannot include “e-commerce” in it. You’ll also need to check that any word contained in the proposed name isn’t prohibited by either organization; if so, then you’ll have to find another one!

Appoint Directors and File a Statement of Information

To form an S corporation, you must appoint directors and file a statement of information with the Oregon Secretary of State.

  • List of Directors: You will need to list all of the company’s current directors on this document. You can list yourself as a director if you are also the sole shareholder.
  • Director’s Signature: Each director must sign this document, acknowledging that they agree to act in their capacity as directors for your company and accept whatever responsibilities come with it.
  • Registered Agent Signature: Your registered agent’s signature is required on this form as well; however, if you are filing as an individual shareholder and don’t have any other business operations besides owning shares in your own corporation (and thus do not have any registered agents), then simply sign yourself and indicate that there aren’t any other businesses under which this particular entity operates. If there are other related entities or businesses in operation, use the contact information provided by those companies’ registered agents when filling out this form instead of listing yourself again at the bottom here too!
  • Statement Information Form: This final piece completes our initial incorporation process by providing information about what kind of business entity we’ve formed (S Corporation) along with some basic contact details about where one might send correspondence regarding our new organization.”

File an S Corporation Election

To form an S corporation in Oregon, you’ll need to file Form 2553 with the IRS. The filing fee for this form is $150 and the deadline for submitting it is within 75 days of establishing your corporation. As long as your company meets all IRS requirements, you will receive a letter from them confirming that your election has been accepted and that you are now an S corporation.

Draft Articles of Incorporation and Bylaws

Articles of incorporation are the legal documents that establish your corporation. The articles must include certain information, such as:

  • The name of the corporation
  • The purpose or nature of its business
  • Where it will be doing business (if different than its domicile)
  • If there is any initial capital being contributed, how much is being contributed, by whom and in what form it is being contributed (e.g., cash vs. property). This information must be filed with the state at least 30 days before filing an election for S status with the IRS.

Bylaws are required for corporations formed under Oregon law. They are also recommended for LLCs formed under Oregon law because they can provide guidance on how decisions should be made within a company without having formal meetings every time something needs to be discussed or decided upon. While not required for S-Corps, if you want to have more control over how things work within your company and need some rules about decision making processes then bylaws would help guide those decisions along with providing privacy protections against outside parties.

File Articles of Incorporation and Bylaws

You’ll need to file your articles of incorporation, bylaws, and a $100 filing fee with the Secretary of State’s office. Then you’ll need to file a separate form (Form 2553) with the IRS so that it can certify your S corporation status. Finally, if you’re operating in multiple states or have employees who are not shareholders, be sure to register your business entity with those states where you do business.

Prepare and File Corporate Tax Returns

With your S corporation in place, you will need to prepare and file corporate tax returns for federal and state income taxes. Make sure you have all the necessary information to complete the tax return. If you are unsure of any aspects of completing a particular form, consider hiring an accountant or other tax professional to help.

Filing deadlines are strict; make sure that you file on time every year. Keep in mind that if your business is successful and earns more than $500,000 per year then it needs to pay estimated quarterly taxes throughout the year as well as annually at year end (check with your accountant if unsure). Paying these fees is one way that an S Corporation makes sure it doesn’t become a C corporation again—and pays higher rates!


The process of forming an S corporation in Oregon is a simple one that can be done in four easy steps.

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