Key Takeaways
- $100 Articles of Incorporation filing fee (Online (sos.oregon.gov)) paid to the Oregon Secretary of State, Corporation Division
- Minimum 1 director required (ORS 60.307)
- Annual Report (Online (sos.oregon.gov)) due within by the anniversary of the incorporation date each year, $100 fee; administrative dissolution after a 45-day grace period late penalty
- $150 minimum corporate excise tax; 6.6% of Oregon taxable income up to $1M and 7.6% above (ORS 317.061 / 317.090) — no franchise tax and no sales tax, but the Corporate Activity Tax (0.57%) applies above $1M in commercial activity
- Registered Agent with a physical Oregon street address required
- No publication requirement
- S-Corp election available via IRS Form 2553 within 75 days of formation; Oregon still charges the $150 minimum excise tax on an S-Corp
- Same-day filing available through LLC Attorney at no markup on state fees
Incorporating in Oregon means filing Articles of Incorporation with the Oregon Secretary of State, paying a $100 fee, naming at least one director (ORS 60.307), and keeping up the yearly obligations — a $100 Annual Report on your incorporation anniversary and a corporate excise tax that carries a $150 minimum. Oregon's draw is its tax mix: no statewide sales tax and no franchise tax, balanced by an income-based excise tax and a gross-receipts Corporate Activity Tax above $1 million. This guide walks through every step and cost of forming an Oregon C-Corporation, with fast online filing through LLC Attorney from $49.
C-Corp vs LLC in Oregon
Most first-time business owners in Oregon start with an LLC. An Oregon corporation earns its place in specific cases — chiefly when you plan to raise outside capital or grant employee stock options, where the C-Corp framework is a requirement rather than a preference.
Choose a Oregon corporation when:
- You plan to raise venture capital or institutional investment. VC firms, angels, and most institutional investors require a C-Corp structure before they write a check. Preferred stock, convertible notes, SAFEs, and board governance by class are native to corporations, not LLCs.
- You want to issue stock options to employees (ISOs). Corporations issue stock; LLCs issue membership interests. ISO and NSO option plans are available to corporations but not to LLCs.
- You expect to eventually go public or sell to a public company. Public markets operate on corporate stock mechanics.
- You are in a regulated industry where corporate structure is required or expected by licensing boards, government contracts, or institutional counterparties.
Stick with an LLC when:
- You are a small business with one or a few owners who will not need institutional investment.
- Pass-through taxation without payroll complexity is the priority.
- You do not need stock option plans or institutional investment mechanics.
Why and when to incorporate in Delaware vs your home state
Delaware is the default for startups on a venture track. Institutional investors expect it, term sheets assume it, and the Court of Chancery resolves corporate disputes faster than any general trial court. If you are raising a priced round or structuring for QSBS eligibility, incorporate in Delaware.
If you are not raising outside capital, Oregon is usually the better choice. A Delaware corporation operating in Oregon still has to register as a foreign corporation there, pay Oregon fees, and file a Delaware franchise tax return each March 1. That is duplicate overhead with no benefit for a business that will not seek institutional investment.
What's Unique About Corporations in Oregon?
Oregon's distinguishing feature for corporations is its tax mix: no statewide sales tax at all, no franchise tax, but a corporate excise tax that starts at a $150 floor and a Corporate Activity Tax that reaches gross receipts once you cross $1 million. That combination rewards product and retail businesses (no sales tax to collect or remit) while putting a modest annual floor under every corporation and an extra layer on high-revenue ones. The state's economy — technology around Portland, manufacturing, agriculture, and outdoor goods — supports steady incorporation activity.
Key Oregon-specific requirements:
- Articles of Incorporation (not "Articles of Organization" — that is the LLC filing document)
- Board of at least 1 director (ORS 60.307); no Oregon-residency or citizenship requirement for directors
- $150 minimum corporate excise tax; 6.6% of Oregon taxable income up to $1M and 7.6% above (ORS 317.061 / 317.090) — no franchise tax and no sales tax, but the Corporate Activity Tax (0.57%) applies above $1M in commercial activity
- Annual Report tracks the incorporation anniversary date (not a fixed calendar month), so each corporation has its own deadline to monitor
- Corporate Activity Tax at 0.57% on Oregon commercial activity over $1 million — owed on gross receipts even in an unprofitable year, unlike the income-based excise tax
Selecting a Name for Your Oregon Corporation
Your corporation's name must comply with Oregon naming requirements:
- Must include "Corporation," "Incorporated," "Inc.," "Corp.," or another Oregon-approved designator (ORS 60.094)
- Must be distinguishable from all existing Oregon entities in the Oregon Business Registry name search
- Oregon accepts any of four designators — Corporation, Incorporated, Company, or Limited (or a recognized abbreviation such as Corp., Inc., Co., or Ltd.). The name cannot contain the word "cooperative," and it must be distinguishable on the Business Registry from existing corporate, assumed, and reserved names
- Names implying government affiliation or banking activity are restricted
Search the Oregon Business Registry name search at sos.oregon.gov before filing. Your name search is not a reservation — the name can be registered by another filer while you prepare your Articles of Incorporation.
Name reservation: file a name reservation with the Oregon Secretary of State, Corporation Division, $100 fee, holding the name for 120 days. Recommended if your paperwork takes more than a few days to prepare.
Directors, Officers, and Shareholders in a Oregon Corporation
A Oregon corporation has three distinct roles:
Shareholders own the corporation. They hold stock and vote on major decisions — electing directors, approving mergers, authorizing major asset sales. Shareholders do not manage day-to-day operations.
Directors govern the corporation through a Board of Directors. They set strategic direction, authorize major transactions, and oversee management. Oregon's director requirements: Oregon requires a board of at least one director (ORS 60.307); the exact number is fixed in the articles or bylaws. Directors do not have to live in Oregon or be U.S. citizens, and there is no statutory age floor beyond the capacity to contract. The Articles of Incorporation need not name the initial directors, but Oregon does require the corporation to identify at least one incorporator who signs the filing.
Officers (CEO, CFO, Secretary, etc.) manage day-to-day operations. Officers are appointed by the Board of Directors. Oregon requires a President and a Secretary at minimum (ORS 60.371), though one person may hold both offices. One individual can simultaneously be the sole director, President, and Secretary — the ordinary single-founder corporate structure in Oregon.
Designating a Registered Agent
Every Oregon corporation must designate a Registered Agent — a person or entity with a physical Oregon street address who receives legal notices, lawsuits, and official state correspondence on behalf of your corporation.
Every Oregon corporation must continuously maintain a Registered Agent with a physical Oregon street address (ORS 60.111); a P.O. box, a commercial mail-receiving agency, or a private mailbox will not satisfy the requirement. The agent must be available during regular business hours to accept service of process and state mail. An individual agent has to reside in Oregon and keep an office at the registered address, or you can appoint a business authorized to operate in Oregon.
If the Oregon Secretary of State, Corporation Division cannot deliver legal notices to your Registered Agent, Oregon can administratively administratively dissolve your corporation. LLC Attorney's Oregon Registered Agent service is $125/year.
Oregon Corporation Costs and Compliance
How to Form a Corporation in Oregon
If You Do It Yourself
Step 1 — Choose a corporate name that complies with Oregon's requirements.
Your corporate name must be distinguishable from all existing Oregon entities and include an approved corporate designator ("Inc.," "Corp.," "Corporation," "Incorporated," or as specified in ORS 60.094). Search the Oregon Business Registry name search at sos.oregon.gov before preparing any documents. The Business Registry name search at sos.oregon.gov confirms availability against state records but says nothing about trademark rights — run the name through the USPTO database separately if you plan to build a brand on it.
Step 2 — Reserve your corporate name (recommended).
File a name reservation with the Oregon Secretary of State, Corporation Division, $100 fee, good for 120 days. If you are not filing immediately, this prevents another entity from taking your name while you prepare documents.
Step 3 — Decide your director structure before opening the formation form.
Oregon requires 1 director at formation. A solo founder can be the only director. Companies that expect outside investment usually grow to a three-to-five-seat board at the first priced round, sometimes with investor-designated seats written into the bylaws. Decide up front whether you want a single-director board or a structure that anticipates investors, since resizing the board later means amending the bylaws. Write down your director names and Oregon addresses before you open the form — most state portals cannot save a partially completed filing.
Step 4 — Designate your Registered Agent.
Every Oregon corporation must have a Registered Agent with a physical Oregon street address. P.O. boxes are not accepted. Many Oregon incorporators appoint a commercial registered agent to keep a home address off the public Business Registry. LLC Attorney can serve as your Oregon Registered Agent and forward every state and legal notice to your client portal.
Step 5 — Complete the Articles of Incorporation (Online (sos.oregon.gov)).
Go to sos.oregon.gov and use the current version of the Articles of Incorporation. Always file directly through the Oregon Secretary of State, Corporation Division — outdated forms are rejected without refund. Complete it with:
- Your exact corporate name including designator
- Your Registered Agent — full legal name and physical Oregon street address
- Your authorized share structure — authorize a round 10,000,000 shares of common stock if you anticipate outside investment, or a simpler block such as 1,000 to 10,000 shares for a closely held operating company — Oregon does not tax authorized shares, so the count is a governance decision rather than a tax one
- Director names and addresses
- Incorporator signature (the person submitting the form; need not be a director or shareholder)
- The number of shares the corporation is authorized to issue, plus the name and Oregon address of each incorporator (Oregon requires at least one incorporator to sign the Articles)
Step 6 — File the Articles of Incorporation and pay the $100 fee.
File online at sos.oregon.gov or by mail to the Oregon Secretary of State, Corporation Division in Salem. Online processing is same day to the next business day for online filings under normal volume.
Step 7 — Wait for your approved Articles of Incorporation.
Your corporation does not legally exist during the review period. You cannot open bank accounts, sign contracts as the corporation, or issue stock until the Oregon Secretary of State, Corporation Division approves your filing. Standard processing is same day to the next business day for online filings; 1 to 2 weeks if you file by mail during peak filing season. Keep your approved Articles of Incorporation — every bank, licensing board, and counterparty will request it.
Step 8 — Hold your organizational meeting and adopt bylaws.
After approval, your Board of Directors must hold an organizational meeting (or sign a written consent in lieu of meeting) to adopt bylaws, elect officers, authorize the bank account, authorize stock issuance, and set the fiscal year. Oregon does not require bylaws to be filed with the Secretary of State — keep them with your corporate records. Oregon bylaws are adopted by the incorporator or the initial board and are not filed with the state. ORS Chapter 60 supplies default rules for everything you leave silent, so draft the provisions that matter to your governance — board size, officer roles, and shareholder voting — deliberately rather than deferring to the statutory defaults. A generic template may omit Oregon-specific provisions and may not align with your share structure.
Step 9 — Issue stock to founders.
Authorize and issue shares to founders immediately after your organizational meeting. Document the issuance in your stock ledger and issue stock certificates (or maintain uncertificated share records). Each founder's share count and issuance price must be documented. Because Oregon levies no franchise or share-based tax, your authorized share count carries no annual cost — the only consideration is leaving enough headroom for founders, an option pool, and future rounds without a later amendment. Set par value low (or no par) and authorize generously; the $100 amendment fee to expand later is avoidable with planning at formation.
Step 10 — File your initial Annual Report (Online (sos.oregon.gov)) within by the anniversary of the incorporation date each year.
After your Articles of Incorporation is approved, you have by the anniversary of the incorporation date each year to file Online (sos.oregon.gov) with the Oregon Secretary of State, Corporation Division. This filing confirms your Registered Agent address, principal office address, and director and officer contact information. Filing fee: $100. Missing the deadline triggers a administrative dissolution after a 45-day grace period penalty.
Step 11 — Apply for your federal EIN.
Your corporation needs an EIN to open a bank account, hire employees, and handle tax filings. Apply at irs.gov/ein. Free, no government filing fee. Available Monday through Friday, 7 a.m. to 10 p.m. Eastern. 15-minute inactivity timeout — have all information ready before starting. International incorporators without a U.S. SSN or ITIN must apply by phone (IRS Form SS-4, 267-941-1099).
Step 12 — Open a corporate bank account.
Required documents: your approved Articles of Incorporation, your EIN confirmation letter (IRS Form CP 575 or SS-4 approval), your adopted bylaws, a board resolution authorizing the account, and personal ID of authorized signers. Call ahead — bank requirements for corporations are more involved than for LLCs.
Step 13 — Register for Oregon state taxes.
Your federal EIN does not automatically register you with Oregon state agencies. Depending on your business type:
- Oregon sales and use tax (Oregon Department of Revenue (Oregon has no statewide sales tax), if you sell taxable goods or services) — oregon.gov/dor
- Oregon employer payroll taxes (Oregon Employment Department, if hiring Oregon employees) — oregon.gov/employ
- Corporate Activity Tax (Department of Revenue) — register and pay 0.57% once Oregon commercial activity exceeds $1 million; Statewide Transit Tax withholding applies if you have Oregon employees
Step 14 — Pay your Oregon annual tax.
Oregon does not charge a franchise tax. Instead, a C-Corp doing business in Oregon files corporate excise tax on Form OR-20 with the Department of Revenue, generally due one month after the federal return. The tax is the greater of the $150 minimum or the calculated amount — 6.6% of the first $1 million of Oregon taxable income and 7.6% on anything above. File and pay through Revenue Online. Separately, if your Oregon commercial activity tops $1 million, register for and pay the Corporate Activity Tax at 0.57% on the excess; the CAT is owed on gross receipts regardless of profit.
Step 15 — Decide whether to elect S-Corp tax treatment.
C-Corporation income is taxed twice: once at the corporate level (federal rate currently 21%), and again when distributed to shareholders as dividends. An S-Corp election converts the corporation to pass-through taxation. S-Corp election is available for Oregon corporations that meet IRS eligibility: 100 or fewer shareholders, all U.S. citizens or residents, only one class of stock, and no institutional or foreign shareholders. File IRS Form 2553 within 75 days of formation. The election is made with the IRS — it does not require any Oregon filing. Oregon recognizes the federal S-Corp election automatically — an S-Corp's income passes through to shareholders, who report it on their Oregon personal returns at rates up to 9.9%, so the corporation itself avoids the 6.6%–7.6% excise on income. One catch: Oregon still imposes the $150 minimum excise tax on an S-Corp doing business in the state, filed on Form OR-20-S, and that $150 does not pass through to shareholders. Reserve the election for closely held, profitable operating companies; multiple share classes or institutional and non-resident-entity shareholders disqualify it.
Step 16 — Set annual compliance reminders.
Oregon corporations must file and pay on a recurring basis:
- Annual Report (Online (sos.oregon.gov)): Annually on the incorporation anniversary, $100 fee — administrative dissolution after a 45-day grace period if missed
- Corporate excise tax (Form OR-20): due the 15th day of the month following the federal return deadline; $150 minimum even in a loss year, otherwise 6.6% of Oregon taxable income (7.6% over $1M)
- Corporate Activity Tax (CAT) return — required if Oregon commercial activity exceeds $1 million in the year
Missing these filings puts your corporation in bad standing with the Oregon Secretary of State, Corporation Division and Oregon Department of Revenue. Suspension means you cannot file documents, defend lawsuits, or do business in Oregon. If you would rather not manage this process, the service handles Oregon corporation formation starting at $49.
If LLC Attorney Does It for You
- Submit your information at llcattorney.com — corporate name, director structure, authorized shares, Registered Agent preference, fiscal year, and target formation date. No forms to find or download.
- LLC Attorney files your Articles of Incorporation with the Oregon Secretary of State, Corporation Division, drafts your bylaws, handles your organizational meeting consent, issues your stock ledger documentation, applies for your EIN, and covers same-day filing if needed. Your Registered Agent designation and initial Annual Report are included.
- Receive your approved Articles of Incorporation, bylaws, organizational consent, stock documentation, and EIN confirmation through your LLC Attorney client portal. Annual compliance reminders are included so you never miss a Online (sos.oregon.gov) deadline or annual tax payment.
S-Corp Election for Oregon Corporations — What You Need to Know
An S-Corp election is not a separate entity — it is a federal tax election made by an existing corporation. Your Oregon corporation remains a Oregon corporation; you are only changing how the IRS taxes it.
The S-Corp tax advantage: a C-Corp pays 21% federal corporate income tax on net income, and shareholders pay income tax again on dividends. An S-Corp passes income directly to shareholders' personal returns, skipping the corporate-level tax. For owner-operated businesses with consistent profitability above roughly $40,000/year, the S-Corp election typically produces material tax savings.
S-Corp payroll requirement: if you elect S-Corp status and work in the business, you must pay yourself a "reasonable salary" subject to payroll taxes. The savings come from income above that salary, which passes through without payroll tax. Skip the salary and the IRS can reclassify your distributions as wages and assess back payroll taxes plus penalties.
Eligibility requirements:
- 100 or fewer shareholders
- All shareholders must be U.S. citizens or permanent residents
- Only one class of stock (identical distribution and liquidation rights)
- No institutional shareholders, partnerships, or non-resident alien shareholders
Oregon treatment of S-Corps: Oregon recognizes the federal S-Corp election automatically — an S-Corp's income passes through to shareholders, who report it on their Oregon personal returns at rates up to 9.9%, so the corporation itself avoids the 6.6%–7.6% excise on income. One catch: Oregon still imposes the $150 minimum excise tax on an S-Corp doing business in the state, filed on Form OR-20-S, and that $150 does not pass through to shareholders. Reserve the election for closely held, profitable operating companies; multiple share classes or institutional and non-resident-entity shareholders disqualify it.
Filing deadline: IRS Form 2553 must be filed within 75 days of formation, or by March 15 of the tax year for which you want the election effective. Late elections are sometimes accepted with a written explanation of reasonable cause.
When Should You Consult an Attorney for Your Oregon Corporation?
LLC Attorney provides on-demand attorney consultations for a flat rate per 30-minute session — no retainer required. Corporation formation benefits from attorney guidance more than most entity types because of share structure, bylaw complexity, and S-Corp election timing. Common scenarios:
- Multiple founders or investors: share structure decisions made at formation (authorized shares, classes, par value) affect every future financing round and exit. A misstructured cap table is expensive to unwind.
- S-Corp election analysis: whether to elect depends on projected net income, payroll requirements, and state-level S-Corp recognition. The payroll requirement catches founders off guard.
- High-liability industry: regulated industries may have specific corporate structure requirements from licensing boards or insurance carriers.
- Raising capital: if you plan to raise institutional capital, your share structure, option pool, and Delaware vs. home-state decision should be reviewed before you file.
- Oregon-specific wrinkles: Oregon may have corporate law provisions a generic national template does not cover correctly.
What You Actually Get When You Incorporate in Oregon with LLC Attorney
An Oregon corporation that exists only as a state filing is not a working corporation. The filing creates the entity, but it does not produce the bylaws, board consents, and stock records that make the corporation operate and keep the liability shield intact. A "$0 filing" that skips those is not free — it is unfinished, and an unfinished C-Corp is exactly what stalls a financing or a bank account in Oregon.
Included with LLC Attorney corporation formation, starting at $100:
- Same-day or 24-hour Oregon filing at no markup on the state fee. Most services charge extra to expedite.
- Attorney-drafted bylaws, initial board consent, and organizational minutes — customized, not auto-generated templates.
- Initial stock issuance and cap-table setup, so your ownership is documented correctly from day one.
- Federal EIN, obtained for you.
- Oregon Registered Agent service at $125/year, included to keep you in good standing.
- S-Corp election guidance when pass-through tax treatment is the right call for your situation.
- Access to attorney-trained Business Success Advisors at no charge, plus optional flat-fee attorney consultations (no retainer).
Because Oregon's filing fees are modest, the real value of doing it right is the governance paperwork — clean bylaws, a documented cap table, and an excise-tax setup that matches your structure — which is exactly what is included here.
Starting Your Oregon Corporation with LLC Attorney
Oregon's corporate formation requirements are straightforward but have a few tax twists — the $150 minimum excise tax, the 6.6%/7.6% income-based excise, and the gross-receipts Corporate Activity Tax that kicks in above $1 million. Getting your directors, share structure, bylaws, and initial compliance filings right at formation prevents expensive corrections later.
The service handles Oregon corporation formation starting at $49. Same-day filing is available at no markup on state fees. On-demand attorney consultations in 30-minute increments — no retainer — cover bylaws drafting, S-Corp election analysis, Oregon Corporate Activity Tax planning and S-Corp eligibility analysis, and annual tax planning. See our full pricing for all service tiers.
Frequently Asked Questions
Oregon corporate Articles of Incorporation filed online at sos.oregon.gov are typically approved the same day or the next business day. Mailed filings take roughly 1 to 2 weeks. Oregon does not sell a separate expedited tier because the online channel is already fast, so LLC Attorney files your formation online to hit time-sensitive dates without an extra state fee.
A C-Corp and an S-Corp are the same Oregon corporation — the difference is federal tax treatment only. A C-Corp pays corporate income tax at the entity level (21% federal rate), and shareholders pay personal income tax again on dividends. An S-Corp elects pass-through taxation — income flows to shareholders' personal returns without corporate-level tax. The election is made with the IRS via Form 2553 and has no impact on your Oregon formation documents. Oregon honors the federal S-Corp election but still collects the $150 minimum excise tax from the entity each year.
Yes. Oregon lets a single person form and operate a corporation, serving as the sole director and holding both required offices (President and Secretary). This is standard for a single-founder company. You still need to keep up corporate formalities — adopt bylaws, sign an organizational consent, issue yourself stock, and keep the corporation's money separate from your personal funds — to preserve the liability shield.
An Oregon C-Corp pays corporate excise tax rather than a franchise tax: a $150 minimum even in a loss year, otherwise 6.6% of Oregon taxable income up to $1 million and 7.6% above that (ORS 317.061 and 317.090), filed on Form OR-20. Oregon has no statewide sales tax, but corporations with more than $1 million in Oregon commercial activity also owe the Corporate Activity Tax at 0.57% on the excess. At the federal level a C-Corp pays the 21% corporate income tax unless it elects S-Corp treatment.
Oregon corporations file an Annual Report with the Secretary of State each year, due on the anniversary of the date the corporation was formed. The fee is $100, paid online through the Oregon Business Registry. Oregon mails a renewal notice roughly 45 days ahead of the due date. There is no monetary late fee, but a corporation that does not renew is given a short grace window and is then administratively dissolved, which strips its authority to do business in Oregon until it reinstates.
Oregon does not require corporations to file bylaws with the Secretary of State. However, bylaws are a legal requirement for corporate governance — they define how your board operates, how shareholder meetings work, how officers are appointed, and how major decisions are made. A corporation without bylaws is technically non-compliant and lacks the foundational document that governs all major corporate decisions. Every bank, investor, and serious counterparty will request your bylaws.
Oregon has no franchise tax, so there is no franchise-tax penalty. If you miss the corporate excise tax deadline, the Department of Revenue assesses interest and a failure-to-pay penalty (5% of the unpaid tax, rising to 25% if the return is more than three months late). Separately, failing to file the $100 Annual Report leads to administrative dissolution after a short grace period, which suspends the corporation's authority to operate until it is reinstated.
Yes. Oregon allows a corporation to convert to an LLC by filing Articles of Conversion (or Articles of Entity Conversion) with the Secretary of State along with the LLC's Articles of Organization. The conversion is a taxable event for federal purposes and can trigger gain recognition, so model the consequences with a CPA before filing — for some companies it is cleaner to dissolve and re-form depending on assets and basis.
If Oregon is unable to deliver legal notices to your Registered Agent, the state can administratively administratively dissolve your corporation. This can happen without direct notice to you. A professional Registered Agent service ensures a qualified person is available during business hours at a physical Oregon address to receive any legal documents on your behalf.