How to Incorporate in Oregon
Complete guide to forming business corporations, professional corporations, and benefit companies in Oregon – with tax, compliance, and CTA/BOI coverage
Oregon Corporation Overview
Statutory Framework
Oregon corporations are governed by:
- Business corporations: Oregon Business Corporation Act, ORS Chapter 60 (Private Corporations)
- Professional corporations: ORS Chapter 58 (Professional Corporations), plus Chapter 60 where not inconsistent
- Benefit companies: ORS 60.750–60.770 (Oregon’s “public benefit” entity option)
- Nonprofit corporations: ORS Chapter 65 (separate regime)
Common Entity Types
Business Corporation
Best for: Traditional for-profit businesses seeking equity financing, planning to go public, or wanting a well-established corporate structure.
Tax treatment: C-corp (double taxation) or S-corp election (pass-through)
Filing: Articles of Incorporation with Oregon Secretary of State
Professional Corporation (PC)
Best for: Licensed professionals (lawyers, doctors, dentists, accountants, architects, chiropractors, etc.)
Requirements: Must be organized for rendering professional services; ownership/control restricted to licensed professionals
Statute: ORS Chapter 58 + Chapter 60
Benefit Company
Best for: Mission-driven businesses balancing profit and public benefit
Requirements: Purpose of creating general public benefit; annual benefit report required; stakeholder-orientation duties for directors
Election: Check-the-box on Articles of Incorporation
Foreign Corporation
Best for: Out-of-state corporations doing business in Oregon
Requirements: Certificate of Authority from Oregon SoS; appoint Oregon registered agent
Annual fee: $275 (vs $100 for domestic)
Key Advantages of Oregon Corporations
- No state sales tax: Oregon is one of five states with no sales tax, reducing compliance burden
- Fast processing: Online filings processed in 1 business day
- Flexible governance: One-director corporations allowed; no residency requirement
- Privacy-friendly: SoS explicitly warns about public records and suggests privacy alternatives
- Benefit company option: Built-in public benefit entity election without needing separate PBC statute
When to Choose a Corporation vs LLC
| Factor | Corporation | LLC |
|---|---|---|
| Equity financing / VC | ✅ Preferred structure | ⚠️ Less common |
| Going public (IPO) | ✅ Required | ❌ Must convert first |
| Tax flexibility | C-corp or S-corp | Pass-through (can elect C-corp) |
| Formality burden | High (board meetings, resolutions, etc.) | Low |
| Self-employment tax | Only on W-2 salary (S-corp) | On all active income (unless C-corp elected) |
| Professional practice | PC available | PLLC available |
Name Requirements
Registered Agent & Principal Office
- Must have a physical street address in Oregon (no PO boxes, virtual offices, or commercial mail receiving agencies)
- Can be an individual Oregon resident or an Oregon business entity
- Must be available during business hours to receive service of process
Oregon Corporation Formation Steps
Step-by-Step Formation Process
Search Oregon SoS business name database. Optional: reserve name for 120 days ($100 fee).
Must have physical street address in Oregon. Can use commercial service or individual/entity willing to serve.
Official form: “Articles of Incorporation – Business/Professional Corporation”. File with Oregon Secretary of State. Fee: $100 (non-refundable).
ORS 60.061 requires incorporators or board to adopt initial bylaws. Not filed with state; kept in corporate records.
Adopt bylaws, elect directors/officers, authorize share issuance, approve initial resolutions.
Issue shares to founders/initial shareholders with proper documentation (stock purchase agreements, board resolutions).
If founders receive restricted stock subject to vesting, file IRS Form 83(b) within 30 days to avoid future tax surprises.
Apply online at IRS.gov (free). Required for bank accounts, payroll, tax filings.
Register with Oregon Department of Revenue for corporate excise/income tax and Corporate Activity Tax (CAT) if applicable.
Obtain business licenses, professional licenses, and permits as required by city/county and regulatory boards.
Articles of Incorporation – Required Content
| Field | Requirement |
|---|---|
| Corporate Name | With proper suffix (Inc., Corp., P.C., etc.) |
| Principal Office Address | Physical address (no PO box) |
| Registered Agent Name | Individual or entity name |
| Registered Agent Address | Physical Oregon street address |
| Number of Authorized Shares | Total authorized (no par value required in Oregon) |
| Professional Corporation? | Check box if PC; specify profession |
| Incorporator(s) | Name and address of incorporator(s) |
| Initial President & Secretary | Names and addresses |
| Director / Controlling Shareholder | Name and address of at least one |
| Benefit Company Election | Check box if electing benefit company status (optional) |
Optional Provisions (May Include in Articles)
- Preemptive rights: Shareholders have right to purchase pro-rata share of new issuances
- Cumulative voting: Allows minority shareholders to aggregate votes for director elections
- Director liability limitations: Limits under ORS 60.047 (cannot eliminate liability for bad faith, intentional misconduct, unlawful distributions)
- Supermajority voting: Require >50% vote for specific corporate actions
- Classes/series of stock: Preferred stock with liquidation preferences, voting rights, etc.
- Indemnification provisions: Broader indemnification of directors/officers than statute
Filing Mechanics
| Method | Processing Time | Fee |
|---|---|---|
| Online (sos.oregon.gov/business) | ≈ 1 business day | $100 |
| In-person / Courier | ≈ 1 business day | $100 |
| Fax | 1–2 business days | $100 |
| 7–10 business days | $100 |
Oregon Secretary of State
Corporations Division
255 Capitol St NE, Suite 151
Salem, OR 97310
First 90 Days: Post-Formation Checklist
| Timing | Action | Notes |
|---|---|---|
| Within 7 days | Organizational meeting & bylaws | Elect directors/officers, adopt bylaws, approve stock issuance |
| Within 14 days | Issue stock & document cap table | Stock certificates, purchase agreements, founder vesting if applicable |
| Within 30 days | 83(b) election (if restricted stock) | CRITICAL: IRS deadline is 30 days from grant; cannot extend |
| Within 30 days | Obtain EIN from IRS | Free online; needed for bank account and taxes |
| Within 45 days | Open corporate bank account | Requires EIN, Articles, and corporate resolution |
| Within 60 days | Register with Oregon DOR | Corporate excise/income tax and CAT registration |
| Within 90 days | Business licenses & permits | City/county business licenses, professional licenses if PC |
| Ongoing | Maintain corporate formalities | Board meetings, minutes, resolutions – preserve limited liability |
Oregon Professional Corporations (PCs)
Statutory Framework
Oregon professional corporations are governed by ORS Chapter 58 (Professional Corporations) plus ORS Chapter 60 (Business Corporation Act) where not inconsistent.
Who Must Use a Professional Corporation
Oregon law and regulatory board rules require or permit PCs for licensed professionals, including:
Legal Professionals
- Attorneys (may also use LLP or LLC – see Oregon State Bar PLF guidance)
Medical / Health Care
- Physicians (MD, DO)
- Dentists
- Chiropractors
- Optometrists
- Veterinarians
- Pharmacists
- Nurse practitioners
Accounting & Financial
- Certified Public Accountants (CPAs)
- Public accountants
Design & Engineering
- Architects
- Engineers
- Land surveyors
- Landscape architects
Formation of a Professional Corporation
PC formation uses the same Articles of Incorporation – Business/Professional Corporation form, but:
Ownership & Control Restrictions
Example (Chiropractic Board): Majority ownership and control must be held by Oregon-licensed chiropractors if the entity is organized to practice chiropractic. Similar “majority ownership” rules exist in many health-care regulatory regimes.
Share Redemption & Disqualification (ORS 58.185, 58.300, 58.385–58.389)
Oregon PC statute includes special provisions for:
- Disqualification: If a shareholder loses their license (suspension, revocation, or voluntary surrender), they typically must dispose of their shares or the corporation must redeem them.
- Redemption mechanics: Articles or bylaws should specify valuation method and timing for repurchase of disqualified shareholder’s stock.
- Transfer restrictions: Shares generally may only be transferred to other licensed professionals in the same field (unless board rules allow exceptions).
Liability for Professional Services
Annual Reports & Ongoing Compliance
- PCs file Annual Reports with Oregon SoS same as regular corporations ($100/year, due on anniversary of formation).
- PCs must maintain professional liability insurance (if required by licensing board).
- PCs must comply with continuing education, ethics rules, and all professional regulations.
PC vs LLP vs LLC for Professional Practice
| Factor | PC | PLLC | LLP |
|---|---|---|---|
| Formality | High (board, officers, bylaws, etc.) | Medium | Low |
| Liability shield | Yes (except own malpractice) | Yes (except own malpractice) | Yes (except own malpractice) |
| Tax default | C-corp (can elect S-corp) | Pass-through | Pass-through |
| Annual report fee | $100 | $100 | $100 |
Oregon Benefit Companies
What is an Oregon Benefit Company?
Oregon does not use the Delaware “PBC” (public benefit corporation) label. Instead, Oregon offers “benefit company” status under ORS 60.750–60.770, which can be elected by both corporations and LLCs.
How to Elect Benefit Company Status
Benefit Company Requirements (ORS 60.750–60.770)
1. General Public Benefit Purpose
The company’s purpose must be to create general public benefit, defined as a material positive impact on society and the environment, assessed against a third-party standard, through activities that promote some combination of specific public benefits.
2. Stakeholder Consideration Duty
Directors and officers must consider the effects of decisions on:
- Shareholders
- Employees
- Customers
- Community and societal factors
- Local and global environment
- Long-term interests of the company
3. Annual Benefit Report
Must prepare an annual benefit report evaluating the company’s overall social and environmental performance against an independent third-party standard (e.g., B Lab’s B Impact Assessment, GRI, others).
Report must be made publicly available on the company’s website (with limited redaction rights for trade secrets).
4. Third-Party Standard
The benefit report must assess performance against a comprehensive, credible, independent, and transparent third-party standard developed by an entity not controlled by the benefit company.
Common standards: B Lab (B Corp certification), Global Reporting Initiative (GRI), others.
Specific Public Benefit Examples (Optional)
In addition to general public benefit, a benefit company may identify one or more specific public benefits in its Articles, such as:
- Providing low-income or underserved individuals with beneficial products or services
- Promoting economic opportunity beyond job creation
- Protecting or restoring the environment
- Improving human health
- Promoting the arts, sciences, or advancement of knowledge
- Increasing the flow of capital to entities with a public benefit purpose
- Conferring any other particular benefit on society or the environment
Enforcement & Accountability
Benefit Company vs B Corp Certification
| Aspect | Benefit Company (Legal Status) | B Corp Certification (Voluntary) |
|---|---|---|
| What is it? | Legal entity type under Oregon law | Third-party certification by B Lab (nonprofit) |
| Requirement | Mandatory stakeholder duties, annual benefit report | Score ≥80 on B Impact Assessment; recertify every 3 years |
| Who can verify? | Shareholders can enforce via benefit enforcement proceeding | B Lab audits performance |
| Can you do both? | ✅ Yes – many companies elect benefit company status AND pursue B Corp certification | |
Tax Treatment
When to Choose Benefit Company Status
- Mission-driven business with measurable social/environmental impact goals
- Want legal protection for directors to prioritize stakeholder interests over short-term profit maximization
- Seeking impact investors who require benefit company or B Corp status
- Want to signal commitment to stakeholders and community (marketing/brand benefit)
- Seeking traditional VC funding (some VCs hesitate due to stakeholder duties that may conflict with shareholder primacy)
- Annual benefit report preparation is too burdensome for current stage
- Not ready to commit to transparent public reporting of social/environmental impact
Corporate Governance & Records
Bylaws
ORS 60.061: “The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.”
Typical Bylaw Provisions
- Board of directors: Number (fixed or range), election, term, removal, vacancies
- Officers: Titles (President, Secretary, Treasurer, etc.), appointment, duties, removal
- Shareholder meetings: Annual meeting timing, special meetings, notice requirements, quorum, voting
- Board meetings: Regular vs special meetings, notice, quorum, action by written consent
- Stock issuance: Authorization, certificates, transfer restrictions
- Indemnification: When corporation indemnifies directors/officers for legal expenses
- Amendment: How bylaws may be amended (typically by board, or by shareholders)
Directors & Officers
| Role | Oregon Requirement |
|---|---|
| Minimum directors | At least one director required |
| Director residency | No residency requirement |
| Director qualifications | No requirement to be shareholder (unless bylaws impose) |
| Officers | At least one officer required; one officer must be responsible for maintaining corporate records |
| Same person multiple roles? | ✅ Yes – one person may hold multiple officer titles |
Shareholder Meetings & Consents
- Annual meeting required: Oregon law requires an annual shareholder meeting (but can be satisfied by written consent if all required votes obtained).
- Action by written consent: Permitted if the number of consents equals or exceeds the votes required at a meeting (i.e., if action requires majority vote, you need consents from majority of shares).
- Notice requirements: Bylaws specify notice timing and method for meetings; typically 10–60 days advance notice.
Corporate Records Requirements (ORS 60.771)
Oregon law requires corporations to maintain detailed records. Failure to maintain records can lead to piercing of the corporate veil and personal liability for directors/shareholders.
Permanent Records (Must Keep Indefinitely):
At Principal or Registered Office (Must Keep for Inspection):
Annual Meeting & Resolution Calendar (Sample)
| Event | Frequency | Purpose |
|---|---|---|
| Annual Shareholder Meeting | Once per year | Elect directors, approve significant actions, review financials |
| Board Meetings | Quarterly (or as needed) | Approve major contracts, capital raises, officer appointments, dividends |
| Written Consents (alternative) | As needed | Substitute for in-person meetings if all required votes obtained |
| Annual Report Filing (Oregon SoS) | By anniversary date | Update registered agent, officers/directors, addresses |
Foreign Corporations Doing Business in Oregon
What is a Foreign Corporation?
A foreign corporation is a corporation formed under the laws of another state or country. If a foreign corporation conducts business in Oregon, it must register for authority to transact business with the Oregon Secretary of State.
When Foreign Qualification is Required
- Maintaining an office in Oregon
- Employing workers in Oregon on a regular basis
- Owning or leasing real property in Oregon for business purposes
- Regular, ongoing sales or service activities in Oregon beyond occasional transactions
Penalty for non-compliance: Unable to sue in Oregon courts; liable for back fees and penalties; officers/directors may face personal liability.
- Maintaining bank accounts in Oregon
- Holding shareholder/board meetings in Oregon
- Maintaining passive investments (stocks, bonds) through Oregon brokers
- Isolated or occasional transactions (single sale, one-time consulting project)
- Selling through independent contractors/distributors who take title to goods
Application for Authority
File Application for Authority to Transact Business with Oregon SoS. Required information:
- Corporate name (must be available/distinguishable in Oregon; may need to register alternate name)
- State/country of incorporation
- Date of incorporation
- Oregon registered agent name and street address
- Principal office address
- Names and addresses of directors and officers
- Certificate of Good Standing from home state (sometimes called Certificate of Existence)
Filing fee: Varies; consult current SoS fee schedule. Foreign corporations also pay higher annual report fees ($275 vs $100 for domestic corporations).
Foreign Professional Corporations (ORS 58.129–58.141)
Foreign professional corporations (e.g., law firm incorporated in California doing business in Oregon) must:
- Comply with ORS 58.129–58.141 (foreign PC provisions)
- Ensure shareholders, directors, and officers meet Oregon licensing requirements for the profession
- File application for authority same as any foreign corporation, but designate as a foreign professional corporation
Annual Reports for Foreign Corporations
| Entity Type | Annual Report Fee | Due Date |
|---|---|---|
| Domestic Corporation | $100 | Anniversary of formation |
| Foreign Corporation | $275 | Anniversary of Oregon registration |
CTA / BOI Reporting for Foreign Corporations
Under FinCEN’s March 21, 2025 Interim Final Rule (IFR):
BOI Deadlines for Foreign Reporting Companies
| Registration Timing | BOI Filing Deadline |
|---|---|
| Already registered before March 21, 2025 IFR | 30 days from IFR publication date |
| Register on or after IFR publication | 30 days after registration becomes effective |
- Large operating company: >20 full-time U.S. employees, >$5M gross receipts/sales, physical U.S. office
- SEC-registered issuer
- Regulated entities: Banks, credit unions, broker-dealers, investment companies, etc.
Check FinCEN’s full exemption list at fincen.gov.
Withdrawal of Authority
When a foreign corporation ceases doing business in Oregon, it should file Application for Withdrawal with Oregon SoS to formally terminate its authority. This avoids continued annual report obligations and fees.
Oregon Tax & Compliance
Oregon Corporate Excise / Income Tax
Oregon imposes two separate corporate-level taxes:
Corporate Excise Tax
Applies to: Corporations doing business in Oregon (regular, ongoing commercial activity)
Tax base: Oregon taxable income (federal taxable income with Oregon modifications)
Corporate Income Tax
Applies to: Corporations with Oregon-source income but not doing business in Oregon (e.g., occasional sales, passive income)
Tax base: Oregon-source income
Oregon Corporate Tax Rates
| Taxable Income | Rate |
|---|---|
| Up to $1,000,000 | 6.6% |
| Over $1,000,000 | 7.6% |
S-Corporation Tax Treatment in Oregon
S-corporation income passes through to shareholders, who pay Oregon personal income tax on their distributive share (Oregon has no separate S-corp entity-level tax beyond the $150 minimum).
Oregon Corporate Activity Tax (CAT)
In addition to corporate excise/income tax, Oregon levies a Corporate Activity Tax (CAT) on businesses with significant commercial activity in the state.
CAT Rate Structure
Tax: $250 plus 0.57% of Oregon taxable commercial activity above $1 million (subject to a subtraction for certain labor costs and cost inputs).
Example:
- Oregon commercial activity: $3,000,000
- Taxable commercial activity (after subtractions): $2,500,000
- CAT = $250 + (0.57% × [$2,500,000 − $1,000,000]) = $250 + $8,550 = $8,800
No State Sales Tax
Oregon Personal Income Tax (Pass-Through Impact)
For S-corps and LLCs taxed as partnerships, income passes through to individual shareholders/members, who pay Oregon personal income tax.
Oregon Personal Income Tax Rates (2024+)
| Taxable Income (Single) | Rate |
|---|---|
| Up to $4,050 | 4.75% |
| $4,050 – $10,200 | 6.75% |
| $10,200 – $125,000 | 8.75% |
| Over $125,000 | 9.9% |
Tax Comparison: C-Corp vs S-Corp vs LLC
| Tax | C-Corp | S-Corp | LLC (default) |
|---|---|---|---|
| Corporate excise/income tax | 6.6% – 7.6% | $150 minimum | N/A (pass-through) |
| Personal income tax (on distributions) | Up to 9.9% (dividends) | Up to 9.9% (pass-through) | Up to 9.9% (pass-through) |
| CAT (if >$1M activity) | $250 + 0.57% | $250 + 0.57% | $250 + 0.57% |
| Double taxation? | ✅ Yes (corporate + dividend) | ❌ No (pass-through) | ❌ No (pass-through) |
Employer Taxes & Payroll
If you have employees in Oregon:
- Payroll withholding: Must withhold Oregon personal income tax from employee wages and remit to Oregon DOR
- Unemployment insurance: Register with Oregon Employment Department; pay state unemployment tax (rates vary by industry and experience)
- Workers’ compensation: Required if you have employees (obtain through private insurer or state fund)
- Paid Leave Oregon: State-run paid family and medical leave program; contributions required starting 2023
Annual Report Filing (Oregon SoS)
CTA / BOI Reporting (Beneficial Ownership Information)
Under FinCEN’s March 21, 2025 Interim Final Rule:
FinCEN Residential Real Estate Rule (RRE Rule)
Separate from CTA/BOI, FinCEN has issued a Residential Real Estate Rule targeting non-financed (“all-cash”) transfers of residential real estate to legal entities or trusts.
- Final rule issued Aug 29, 2024; reporting requirement postponed to March 1, 2026 via FinCEN exemptive relief
- Applies when a legal entity or trust purchases residential real estate with cash or private financing (no institutional mortgage)
- Reporting person (title/settlement agent or attorney) must file a Real Estate Report with detailed beneficial ownership info
- Direct purchases by individuals are outside the RRE Rule
Common Pitfalls – Law Office Perspective
After handling hundreds of Oregon corporation formations and clean-up projects, I see the same mistakes repeatedly. Avoid these pitfalls:
1. Skipping the 83(b) Election (Founders with Restricted Stock)
The problem: Founders receive stock subject to vesting but fail to file IRS Form 83(b) within 30 days. Result: Massive tax bill when shares vest (even if you haven’t sold anything).
Example: Founder receives 1M shares at $0.001/share FMV ($1,000 total). One year later, 250K shares vest at $1/share FMV = $250K ordinary income, $92.5K tax owed (37% bracket) – in cash, even though you haven’t sold.
Fix: File 83(b) within 30 days of grant. Pay tax on $1,000 upfront (≈$370). When shares vest, $0 additional tax. Save $92K+.
2. Failing to Maintain Corporate Formalities (Piercing Risk)
The problem: No board meetings, no minutes, no resolutions, commingling corporate and personal funds, treating corporation as “alter ego.”
Result: When sued, court pierces the corporate veil and holds directors/shareholders personally liable for corporate debts.
Fix: Hold annual shareholder meetings (or document written consents), hold quarterly board meetings (or consents), maintain separate bank accounts, follow ORS 60.771 records requirements, document all major decisions in board resolutions.
3. Ignoring Annual Report Deadlines → Administrative Dissolution
The problem: Forget to file annual report by anniversary date. Oregon SoS administratively dissolves the corporation. You can’t sue in Oregon courts, and reinstatement requires back fees + late penalties.
Fix: Set calendar reminders 30 days before anniversary date. File online at sos.oregon.gov/business (takes <5 minutes). Fee: $100/year (domestic), $275/year (foreign).
4. Electing S-Corp Status Without Understanding Restrictions
The problem: File IRS Form 2553 to elect S-corp tax treatment, then violate S-corp eligibility rules (>100 shareholders, non-U.S. shareholders, corporate/partnership shareholders, multiple classes of stock). Result: IRS terminates S-corp election → retroactive C-corp taxation + penalties.
Fix: Before electing S-corp, ensure:
- ≤100 shareholders (all individuals, estates, or certain trusts)
- All shareholders are U.S. citizens/residents
- Only one class of stock (all shares have identical rights to distributions and liquidation proceeds)
5. Granting Founder Equity Without Vesting
The problem: Co-founders each get 50% of stock upfront with no vesting. One co-founder leaves after 6 months. They keep 50% forever. Remaining founder works for 3 years while departed co-founder gets huge payout at exit for zero work.
Result: VCs won’t fund you (cap table is a disaster), you can’t recruit a replacement CTO without massive dilution, and you resent the departed co-founder forever.
Fix: Standard 4-year vesting with 1-year cliff on all founder stock. Use reverse vesting (founders get shares upfront, but company has repurchase right at nominal price for unvested shares). File 83(b) within 30 days.
6. Using Registered Agent = Founder’s Home Address (Privacy Issue)
The problem: Registered agent address becomes public record, searchable by anyone. If you use your home address, you’ve just published your home address to the world.
Result: Junk mail, unwanted solicitations, privacy invasion. Oregon SoS explicitly warns about this and suggests privacy alternatives.
Fix: Use a commercial registered agent service ($100–$300/year) with a business address. Keep your home address private.
7. Forgetting to Register for Oregon CAT (>$1M Revenue)
The problem: Hit $1M+ Oregon commercial activity but don’t register for Corporate Activity Tax. Oregon DOR assesses back taxes + penalties + interest.
Fix: If your Oregon commercial activity exceeds $1M in a calendar year, register with Oregon DOR for CAT and file quarterly returns. CAT is separate from corporate excise/income tax – you owe both.
8. Professional Corporation Ownership Violations
The problem: PC shareholders/directors are not licensed in the profession, or lose their license and fail to divest shares. Regulatory board investigates; entity may be forced to dissolve or face fines.
Fix: Ensure all PC shareholders, directors, and officers meet licensing requirements. Include automatic redemption provisions in bylaws/shareholders agreement for disqualified shareholders (ORS 58.185, 58.300, 58.385–58.389).
9. Benefit Company Election Without Annual Report Preparation Plan
The problem: Check the “benefit company” box on Articles, then forget about the annual benefit report requirement. No report = breach of ORS 60.750–60.770; shareholders can bring benefit enforcement proceeding.
Fix: Before electing benefit company status, ensure you have resources to:
- Assess performance against a third-party standard (B Lab, GRI, etc.)
- Prepare and publicly post annual benefit report
- Consider stakeholder interests in major decisions (document in board minutes)
10. Foreign Corporation Operating in Oregon Without Registration
The problem: Delaware/Nevada corporation does business in Oregon (office, employees, sales) but never files for Certificate of Authority. Gets sued; can’t defend in Oregon court because not qualified. Liable for back fees + penalties.
Fix: If you’re doing business in Oregon (not just isolated transactions), file Application for Authority with Oregon SoS before you start. Fee varies; annual report $275/year. Cheaper than penalties and inability to sue/defend.
My Services – Oregon Corporation Formation
I handle Oregon corporation formations as an attorney-led service, not a commodity filing shop. You work directly with me—an experienced business attorney—through the entire process.
Service Packages
Starter
Best for: Single-owner businesses or simple partnerships using standard templates with basic information inserted.
| Delivery Time | 14 days |
| Number of Revisions | 0 |
Includes:
- EIN (Tax ID Number)
- Basic Bylaws/Operating Agreement
Standard
Perfect for: Most businesses requiring customized founding documents with professional guidance on entity type, state selection, and taxation.
| Delivery Time | 5 days |
| Number of Revisions | 2 |
Includes:
- EIN (Tax ID Number)
- Customized Bylaws/Operating Agreement
- 30min Consultation
Advanced
Ideal for: Complex business structures requiring sophisticated legal frameworks, multiple owners, investors, or specialized provisions.
| Delivery Time | 3 days |
| Number of Revisions | 5 |
Includes:
- EIN (Tax ID Number)
- Customized Bylaws/Operating Agreement
- 1hr Consultation
- Advanced Corporate Structuring & Custom Drafting
(Ownership transfers, investor terms, multiple share classes, etc.)
Add-On Services
| Service | Fee |
|---|---|
| Foreign corporation registration (Certificate of Authority) | $800 |
| S-corp election (Form 2553 preparation and filing) | $400 |
| Benefit company annual report preparation | $600/year |
| Corporate records clean-up (missing minutes, consents, resolutions) | $1,200+ |
| Conversion (LLC to C-corp, or vice versa) | $2,000+ |
| Registered agent service (annual) | $200/year |
| Annual report filing service (ongoing compliance) | $300/year |
Why Work With Me?
- Attorney-led service: I personally handle your formation, not a paralegal or automated system
- Oregon expertise: Deep knowledge of Oregon corporate law, tax (CAT overlay), and professional regulatory boards
- Startup-friendly: I understand venture financing, founder vesting, option pools, and 409A valuations
- Fixed fees: No surprise bills; all packages are flat-fee with clear scope
- Long-term relationship: I’m here for amendments, compliance, fundraising docs, and exit planning as you grow
Contact & Booking
Ready to form your Oregon corporation? Let’s discuss your needs and determine the right package.
📅 Schedule a call: Use the Calendly link below to book a 30-minute strategy session.
Ready to Form Your Oregon Corporation?
Let’s discuss your entity structure, tax strategy, and compliance roadmap.
Email Me: owner@terms.law Schedule a Call