How to Start an Oregon Corporation — Step by Step

Your corporation's name has to be distinguishable from every other business name already on file with the Oregon Secretary of State, Corporation Division. "Distinguishable" is a legal test, not just a gut check — a name that differs from an existing one only by punctuation, spacing, or a filler word may still be rejected. The Corporation Division checks against all registered entities, not just corporations.

Run your proposed name and its close variations through the Oregon business name search before you commit to anything — signage, a domain, business cards, or a filing.

Naming rules for Oregon corporations

• The name must contain a corporate designator: "Corporation," "Incorporated," "Company," "Limited," or an abbreviation such as "Corp.," "Inc.," "Co.," or "Ltd."
• It cannot imply a purpose the corporation is not authorized to pursue, and words tied to regulated fields — such as "bank" or "trust" — may require approval from the relevant Oregon regulator.
• It must be distinguishable on the record from every existing Oregon entity name.

Optional: reserve the name

If you are not ready to file but want to hold the name, Oregon lets you reserve an available corporate name for a set period through the Corporation Division for a small state fee. A reservation does not create the corporation; it simply locks the name while you get organized.

Before you file, decide who your registered agent will be, because the agent has to be named in the Articles of Incorporation. Oregon requires every corporation to maintain a registered agent with a physical Oregon street address — the registered office — for the entire life of the entity. The agent receives service of process and official state correspondence on the corporation's behalf.

Who can serve

• Yourself: Allowed if you have a physical Oregon street address, not a P.O. box, and you are reliably present during business hours. Your address becomes part of the public record.
• Another individual: Any Oregon resident with a street address in the state — a co-founder, an officer, or an attorney.
• A commercial registered agent service: A business authorized to act as an agent in Oregon. It keeps its address in the public record instead of yours and guarantees someone is always available to receive documents.

Why the choice matters

Whatever address you list becomes searchable on the Corporation Division's public database. If you use your home, anyone who looks up your corporation finds it. A commercial service keeps that private and removes the risk of missing a lawsuit because you were traveling or out of the office when a process server arrived.

The Articles of Incorporation is the document that legally creates your corporation in Oregon. You file it online through the Oregon Business Registry or by mail to the Corporation Division. The state fee covers the filing; the current amount is on the fee schedule.

Online filings generally clear within a few business days; mailed filings take longer. Once accepted, your corporation exists and appears in the public business name search.

What goes into the Articles

• Corporate name with its required designator.
• Registered agent name and Oregon street address (the registered office).
• Number of authorized shares — the maximum number of shares the corporation may issue.
• Principal place of business and a mailing address.
• Incorporators: the names and addresses of the people submitting the Articles.
• Individuals with direct knowledge of the corporation's activities, which Oregon collects on the filing.

You are not required to name your shareholders, describe day-to-day operations in detail, or disclose finances. The Articles are a short creation document; the internal detail lives in your bylaws.

Filing the Articles creates the shell of the corporation. The organizational meeting brings it to life. This is where the incorporators or the initial directors formally set the corporation up to operate, and it is a step people skip at their peril — the paperwork from this meeting is exactly what proves the corporation is a real, separate entity.

What happens at the organizational meeting

• Adopt corporate bylaws — the internal rulebook governing directors, officers, meetings, and voting.
• Elect the initial board of directors (if the Articles named incorporators rather than directors).
• Appoint officers — commonly a president, a secretary, and a treasurer.
• Authorize the issuance of stock to the initial shareholders.
• Approve opening a corporate bank account and other startup actions.
• Record minutes documenting every decision.

Keep the signed minutes, the adopted bylaws, and the stock records together in a corporate record book. Oregon does not file these — they stay internal — but they are your evidence that corporate formalities were observed.

Stock is how ownership of a corporation is measured and transferred. At or shortly after the organizational meeting, the board authorizes and issues shares to the founding shareholders in exchange for their contributions — cash, property, or services.

What to document

• The number of shares issued to each shareholder and what they paid or contributed.
• Stock certificates or a share ledger recording each issuance.
• The share ledger, kept current as ownership changes over time.

Even a one-person Oregon corporation issues stock to itself — the sole shareholder. Getting this right from the start avoids painful cleanup later if you take on a partner, bring in an investor, or sell the company. The number you issue must stay within the authorized share count you set in the Articles.

An Employer Identification Number is the corporation's federal tax ID — a nine-digit number the IRS issues at no cost. A corporation needs its own EIN; it cannot use an owner's Social Security number the way a sole proprietor might.

Why you need it

• To file the corporation's federal tax returns.
• To open a corporate bank account (banks require it).
• To hire employees and run payroll.
• To make an S-corporation election if you choose that tax treatment.

Apply online through the IRS EIN Assistant at IRS.gov. The application takes about ten minutes, and the number is issued immediately for same-day use. Online application requires a US Social Security number or ITIN for the responsible party; applicants without one apply by fax or mail using Form SS-4.

A dedicated corporate bank account is not optional if you want the liability shield to hold. Paying personal bills from the corporate account, or running business income through a personal account, is exactly the kind of commingling that lets a court disregard the corporation and reach the owners personally.

What banks usually ask for

• Filed Articles of Incorporation.
• The IRS EIN confirmation.
• Corporate bylaws and, often, a resolution authorizing the account.
• Government-issued ID for authorized signers.

Ongoing compliance

• Annual report: File with the Secretary of State each year by the anniversary of your incorporation date to keep the corporation active. It updates your registered agent and address information and is not a financial filing.
• Registered agent: Keep a valid Oregon registered agent on record at all times; update the Corporation Division if the agent or address changes.
• Taxes: File federal corporate returns; register with the Oregon Department of Revenue for the state corporate excise or income tax and for other applicable taxes.
• Records: Hold at least an annual meeting of directors and shareholders and keep minutes, maintain the share ledger, and document major decisions.