Complete guide to forming business corporations, professional corporations, and benefit companies in Oregon – with tax, compliance, and CTA/BOI coverage
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Formation Filing Fee
$100
⚡
Processing Time (Online)
1 Business Day
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Annual Report Fee
$100
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Corporate Tax Rate
6.6% – 7.6%
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
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
Strengths:
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
✓
Business corporation name must contain: "Corporation", "Company", "Incorporated", "Limited", or abbreviation (Inc., Co., Corp., Ltd.)
✓
Professional corporation name must contain: "Professional Corporation", "P.C.", or "Prof. Corp"
✓
Name must be in the English alphabet (may include Arabic/Roman numerals and incidental punctuation)
✓
Name must be distinguishable from existing entities on Oregon SoS records (search at sos.oregon.gov/business)
Registered Agent & Principal Office
Registered Agent Requirements:
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
Privacy Warning: Oregon SoS warns that all business registration information becomes public record and is searchable by individual name as well as business name. They explicitly suggest avoiding home addresses if privacy is a concern. Consider using a commercial registered agent service if you want to keep your home address private.
Principal Office: May not be a PO box, commercial mail receiving agency, mail forwarding business, or virtual office. Must be a physical address.
Oregon Corporation Formation Steps
Step-by-Step Formation Process
1
Choose and reserve corporate name
Search Oregon SoS business name database. Optional: reserve name for 120 days ($100 fee).
2
Appoint Oregon registered agent
Must have physical street address in Oregon. Can use commercial service or individual/entity willing to serve.
3
Draft & file Articles of Incorporation
Official form: "Articles of Incorporation – Business/Professional Corporation". File with Oregon Secretary of State. Fee: $100 (non-refundable).
4
Adopt bylaws
ORS 60.061 requires incorporators or board to adopt initial bylaws. Not filed with state; kept in corporate records.
Oregon professional corporations are governed by ORS Chapter 58 (Professional Corporations) plus ORS Chapter 60 (Business Corporation Act) where not inconsistent.
Definition: A "professional corporation" means a corporation organized under Chapter 58 for the specific purpose of rendering professional services and its ancillary services.
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
Check Your Licensing Board: Each profession's regulatory board (Oregon State Bar, Oregon Medical Board, Board of Chiropractic Examiners, etc.) may have specific rules on entity ownership, control, and permitted business forms. Always verify with your board before formation.
Formation of a Professional Corporation
PC formation uses the same Articles of Incorporation – Business/Professional Corporation form, but:
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Check "Professional Corporation" box on the Articles form
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Corporate name must include: "Professional Corporation", "P.C.", or "Prof. Corp"
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Specify the profession (e.g., "to practice law," "to practice medicine")
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All shareholders, directors, and officers must be licensed (unless board rules permit laypeople in specific roles)
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Comply with Chapter 58 restrictions on ownership, share transfer, and disqualification upon license loss
Ownership & Control Restrictions
Key PC Rule: Generally, only licensed professionals in the same field may own shares, serve as directors, or be officers. Some boards allow limited exceptions (e.g., non-licensed business managers as officers, or interdisciplinary practice for related professions).
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.
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
No Shield for Malpractice: The PC does not shield individual professionals from personal liability for their own malpractice or negligence. The PC limits liability for other professionals' malpractice (no vicarious liability) and for general business debts, but each professional remains liable for their own acts.
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
For law firms: Oregon State Bar's Professional Liability Fund has published a detailed guide: "Choice of Entity for Legal Practice in Oregon" comparing PC, LLP, and LLC structures. Key takeaway: LLPs and LLCs offer similar liability protection with less formality; PCs are more traditional but require stricter corporate governance.
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.
Key Concept: A benefit company is a for-profit entity with a legal obligation to create general public benefit (a material positive impact on society and the environment) and to consider the interests of stakeholders beyond shareholders.
How to Elect Benefit Company Status
1
At formation: Check the "benefit company" box on the Articles of Incorporation (or Articles of Organization for LLC)
2
Post-formation: Amend Articles to add benefit company election (requires shareholder approval)
3
Include purpose statement: Articles must state the company's purpose of creating general public benefit (and may identify one or more specific public benefits)
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 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 Enforcement Proceeding: Oregon law allows a "benefit enforcement proceeding" – a claim that a director or officer failed to discharge their duties in accordance with the benefit company requirements. Only shareholders (and in some cases directors) may bring such a proceeding; general public or stakeholders do not have standing.
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
No special tax treatment: Benefit companies are taxed identically to regular corporations (C-corp or S-corp election). The benefit company election does not confer nonprofit or tax-exempt status.
When to Choose Benefit Company Status
✅ Good fit if:
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)
⚠️ Consider carefully if:
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."
Bylaws govern internal affairs: Meetings, notice, quorum, voting, officer titles, issuance of shares, preemptive rights (if any), indemnification, etc. Bylaws are not filed with the state; they are kept in the corporate records book.
Typical Bylaw Provisions
Board of directors: Number (fixed or range), election, term, removal, vacancies
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
Board Authority: Directors exercise "all corporate powers" and manage the business and affairs, with ability to delegate day-to-day management to officers. Directors owe fiduciary duties of care and loyalty to the corporation.
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):
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Minutes of all shareholder meetings and records of actions taken by shareholders without a meeting
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Minutes of all board of directors meetings and records of actions taken by board or board committees without a meeting
✓
Appropriate accounting records
✓
Shareholder list capable of being used to compile names, addresses, classes of shares, and number held by each shareholder
At Principal or Registered Office (Must Keep for Inspection):
✓
Articles of Incorporation and all amendments currently in effect
✓
Bylaws and all amendments currently in effect
✓
Resolutions creating classes/series of shares with rights and preferences (if any such shares outstanding)
✓
Minutes of all shareholder meetings and written consents for past three years
✓
All written communications to shareholders generally in past three years (annual reports, financial statements, etc.)
✓
Current list of directors and officers with business addresses
✓
Most recent annual report filed with Oregon SoS
Practical Tip: Maintain a corporate records binder (physical or digital) with all of the above. If you're ever sued and a court finds you failed to maintain corporate formalities, you risk piercing the corporate veil – meaning personal liability for corporate debts.
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
Doing Business in Oregon: Generally includes:
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.
Safe harbors (typically NOT "doing business"):
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
Same rights and obligations: Foreign PCs have the same rights and obligations as domestic Oregon PCs, subject to oversight by the relevant Oregon licensing board.
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
Failure to file: Leads to administrative revocation of authority to transact business in Oregon. Entity cannot sue in Oregon courts and may face penalties. Reinstatement requires back-filings and fees.
CTA / BOI Reporting for Foreign Corporations
Under FinCEN's March 21, 2025 Interim Final Rule (IFR):
Major Change: Entities formed under U.S. state law (domestic corporations and LLCs) are no longer BOI "reporting companies" as of the IFR.
Foreign corporations ARE reporting companies: Foreign entities (formed under foreign country law) that register to do business in a U.S. state or Tribal jurisdiction are BOI reporting companies unless they qualify for a statutory exemption (e.g., large operating company, SEC-registered issuer).
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
Exemptions: Foreign corporations may qualify for exemptions if they meet criteria such as:
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.
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
Oregon S-corps must file: Even if the corporation has elected federal S-corporation status, it must file an Oregon S-corporation return and pay a minimum excise tax of $150 annually.
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 Threshold: Applies to businesses with more than $1 million of Oregon commercial activity in a calendar year.
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).
Double tax burden: C-corps and S-corps that exceed the $1M threshold will owe both corporate excise/income tax and CAT. These are separate taxes with different bases and rates.
No State Sales Tax
✅ Oregon has no state sales tax: This simplifies compliance for businesses selling goods/services. You do not need to collect, remit, or file sales tax returns in Oregon (though you may still owe use tax on out-of-state purchases if you use the items in Oregon).
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)
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Due date: Anniversary of formation (or registration for foreign corps)
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Fee: $100 (domestic), $275 (foreign)
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Content: Update registered agent, principal office, directors/officers, contact info
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Failure to file: Administrative dissolution or revocation; reinstatement requires back fees
✅ Domestic Oregon corporations:No longer BOI reporting companies as of the IFR. Domestic U.S. entities (corporations and LLCs formed in Oregon or any other U.S. state) are exempt from BOI reporting under the current rule.
⚠️ Foreign corporations registered in Oregon:ARE BOI reporting companies (unless they qualify for a statutory exemption). Foreign entities formed under foreign country law that register to do business in Oregon must file BOI reports with FinCEN within 30 days of registration.
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.
Key points:
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
⚠️ For Oregon corporations buying residential real estate: If your corporation purchases residential property for cash (or private financing), the closing agent will be required to file a Real Estate Report with FinCEN starting March 1, 2026. This is separate from BOI reporting under the CTA.
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.
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.
What's included: State filing fees and a registered agent (state requirement) fee for one year. A company (LLC or Corporation) formed in one of the standard-fee states (DE, CA, WY, SC) at the base price. Formation in premium-fee states (TX, MA, NV, NY, IL, TN) is available with an additional fee to cover higher state costs.
Service Packages
Starter
$500
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
$750
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
$850
Ideal for: Complex business structures requiring sophisticated legal frameworks, multiple owners, investors, or specialized provisions.