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A corporation is a business entity that exists independently from its shareholders - the company owners. The shareholders of a corporation elect the board of directors who are authorized to execute major business decisions and hire a management team to run the company on a daily basis. Most corporations are for-profit entities that sell stock shares to generate capital for the company’s activities. In many ways, a corporation acts as an individual person - it can be a party to legal contracts, it can open bank accounts, and it can be subject to lawsuits. The two main kinds of corporations are “S” and “C” corporations. In S corporations, incomes or losses pass through its shareholders, who file through their personal tax returns. Shareholder dividends in C corporations, however, are subject to taxation. Limited liability companies are another type of business entity that combines aspects of both corporations and partnerships. LLCs enjoy limited liability while bypassing the formalities of managing a corporation, such as filing annual reports, etc.
Below are general instructions for either starting a new business in the State of Oregon or registering your out-of-state company to do business in the state. Businesses organized in Oregon are considered “domestic” companies; businesses from outside of Oregon are considered “foreign” companies when operating within Oregon state boundaries.
Forming a Domestic Corporation in Oregon
When starting a new corporation in Oregon, you are required to select a registered agent to represent you. This agent must be either a resident of Oregon or a corporation that is certified to conduct business in Oregon. All new domestic corporations must have one of the following words in their name: “Incorporated,” “Corporation,” “Company,” “Limited,” or an abbreviation of one or more of these words. A $50 fee is required to reserve a corporation name for 120 days. To complete incorporation, send one executed and one copy of your Articles of Incorporation to the Secretary of State of Oregon. A $50 filing fee is also required and should be made payable to the Oregon Secretary of State.
Registering a Foreign Corporation in Oregon
Foreign corporations registering for business in Oregon must meet the same registered agent and name requirements as domestic corporations in Oregon. File one executed and one conformed copy of the Application for Authority to Transact Business to the Oregon Secretary of State, along with a Certificate of Existence where the Corporation was incorporated. A $50 filing fee is also required and should be made payable to the Oregon Secretary of State.
Forming a Domestic Limited Liability Company in Oregon
As with corporations, forming a domestic LLC in Oregon requires appointing a registered agent. The name of the newly formed LLC must contain one of the following words: “Limited Liability Company,” “L.L.C.,” or “LLC.” For a $50 fee, the State of Oregon allows domestic LLCs to reserve their name for a 120-day period. File one executed original and one conformed copy of the Articles of Organization to the Oregon Corporation Division, along with a $50 filing fee.
Forming a Foreign Limited Liability Company in Oregon
Oregon state government also requires foreign LLCS to designate a registered agent and to reserve a name for their company. A $50 fee applies when reserving the name for a 120-day period. Foreign LLCs must also file with the Oregon Corporate Division one executed original and one conformed copy of the completed Application to Transact Business, along with a Certificate of Existence from your home state. The filing fee is $50.
As mentioned above, all 50 U.S. states, including Oregon, require the appointment of a “registered agent” for corporations and LLCs, both domestic and foreign. A registered agent is responsible for receiving important legal documents from the state and forwarding them to the company they serve. National Registered Agents, Inc. (NRAI) is a third party provider of professional registered agent services for many small and medium corporations and LLCs in the State of Oregon. NRAI also offers registered offices, a physical address in Oregon where your registered agent representative can be reached. As an NRAI client, you will have access to many other professional services that NRAI offers to help clients with their daily business.
For more information, call us at (800) 520-6724 for a personalized consultation with one of our customer service specialists. We would like to learn more about your company and present you with a unique solution that matches the specialized needs of your business. You can also visit our website (www.registeredagent.com) to complete our quick quote form
Do you already have a registered agent but would like to try our services? Switching to NRAI is easy - we can help you get started right away. Just compile the details below and provide them to our account representatives. With NRAI, you can have peace of mind that your business will have the support of a competent and skilled registered agent who knows the laws of Oregon.
- Name of parent entity
- Complete name of each entity being changed
- The state of incorporation/formation and jurisdiction to be changed
- Name of current registered agent
- Date of incorporation
- Date of adoption of the board of directors giving authorization for change of registered agent
- Name and title of the authorized person(s) executing the documents
