Articles of Amendment in Oregon: Filing, Cost, and Follow-Ups

To file articles of amendment in Oregon, submit the Secretary of State’s amendment form for your entity type to the Corporation Division, after the change has been properly approved inside the company. The fee is $100 for business corporations, professional corporations, cooperative corporations, and LLCs, and $50 for nonprofit corporations.¹ Online filings are processed the same or next business day; mail and fax go into a slower queue.²

Changes That Require an Amendment

If something in your original formation document no longer matches reality, an amendment brings the state’s record current. Oregon gives both corporations and LLCs broad authority to amend at any time, so long as the amended articles would still be permitted under the statutes in effect on the effective date.

For a business corporation, the required contents of the original articles under ORS 60.047 are what trigger an amendment when they change: the corporate name, authorized shares, registered agent and office, incorporator information, and principal office address.³ Common amendments include changing the name, adjusting authorized shares, adding or modifying par value, revising the stated purpose, or altering a duration clause. The underlying authority sits in ORS 60.431.⁴

For an LLC, ORS 63.434 allows adding, deleting, or modifying any provision in the articles of organization.⁵ The most common amendments are changes to the company name, the registered agent, the professional service designation for a PLLC, a stated dissolution date, or the management structure. That last one catches people off guard: because the articles must state whether the LLC is manager-managed, switching between member-managed and manager-managed requires a formal amendment, not just an operating agreement update.⁶

Nonprofit corporations follow a parallel process under ORS Chapter 65, with the same ability to amend any provision permitted in the articles as of the effective date.⁷

What the Form Must Include

The Secretary of State posts fillable PDF forms for each entity type on its business registration forms page.⁸ The required contents are set by statute, and leaving any of them out will delay processing.

A business corporation’s articles of amendment under ORS 60.447 must contain:

The exact corporate name currently on file.
The text of each amendment being adopted. For a name change, that means the full new name including its required designator (Inc., Corporation, Company, or an abbreviation).
Implementation details if the amendment exchanges, reclassifies, or cancels issued shares.
The adoption date of each amendment.
Either a statement that the board adopted the amendment without shareholder action (and that shareholder action was not required), or the number of outstanding shares and the votes cast for and against by each voting group.⁹

The LLC form under ORS 63.434(3) is shorter: the LLC name, the text and adoption date of each amendment, and a statement about whether managers adopted it without member action or whether required member approval was obtained.⁵ You will also need the entity’s registry number so the filing matches the right record.

A nonprofit’s articles of amendment must include the nonprofit’s name, the text and adoption date of each amendment, and a statement about how the amendment was approved: by the board alone if the nonprofit has no voting members, or by the board and members together if it does.¹⁰

Making false statements on the form can result in fines, imprisonment, or both, so verify every entry before you sign.¹¹

Approve the Amendment Inside the Company First

Before anything goes to the state, the amendment has to be properly approved internally. The form asks you to document exactly how. Getting this step wrong can create problems later even if the state accepts your filing.

Corporations

For most corporate amendments, the board proposes the change and submits it to shareholders for a vote at an annual or special meeting.¹² Certain amendments trigger separate class voting. If the amendment would increase or decrease authorized shares of a class, reclassify shares, change the rights or preferences of a class, or create a new class with superior distribution or dissolution rights, holders of the affected class vote as a separate group even if their shares are otherwise nonvoting.¹³ This is where stock restructurings most often stall. Take the class-voting requirement seriously.

LLCs

Managers can adopt some LLC amendments without member action. When member approval is required by the articles, the operating agreement, or ORS 63.444, the form must confirm the approval was obtained and state the percentage of member approval.⁵ Your operating agreement usually spells out the specific threshold; if it is silent, the statutory default applies.

How to File, Timing, and Cost

The Corporation Division accepts amendment filings three ways, and the method you choose controls how fast the change takes effect.

Online filing through the Business Registry portal is the fastest option. Submissions are processed the same or next business day, with payment by credit card at the time of filing.²
In-person counter service is available at the Public Service Building, 255 Capitol St. NE, Suite 151, Salem, OR 97310, Monday through Friday from 8 a.m. to 5 p.m. Arrive by 4 p.m. for same-day processing.²
Mail and fax go into the same slower queue. Allow 7 to 10 days for mail delivery on top of processing time. Priority Mail and Express Mail don’t skip the line, so faster postage doesn’t help. Make checks or money orders payable to the Corporation Division.²

Fees are $100 for domestic business corporations, cooperative corporations, and LLCs. Nonprofit amendments are $50.¹

Restated Articles When Amendments Pile Up

If a corporation has gone through several amendments over the years, the public record becomes a stack of the original articles plus every amendment filed since. ORS 60.451 lets the board consolidate everything into a single document called restated articles of incorporation.¹⁴ If the restatement only consolidates existing text, the board can adopt it without a shareholder vote. If it also makes new changes that would normally require shareholder approval, the full approval process applies. Once filed, restated articles supersede the original articles and all prior amendments.

What to Update After the State Accepts the Filing

Filing with the Secretary of State updates the public record. It does not ripple through everywhere else your business information lives, and several follow-ups are easy to miss.

IRS Notification for Name Changes

Report a name change to the IRS by checking the name-change box on your next return: Line E, Box 3 on Form 1120 for C corporations; Line H, Box 2 on Form 1120-S for S corporations; Line G, Box 3 on Form 1065 for partnerships. If you have already filed for the current year, write to the IRS at the address where you filed, signed by a corporate officer or partner as appropriate.¹⁵ A name change alone does not require a new EIN; a new EIN is only needed when the organization’s structure itself changes.

Banks and Financial Relationships

Banks generally want formal documentation before updating account records, authorized signers, or payment instructions. Expect to provide a certified copy of the filed amendment, updated resolutions, and new signature cards. Coordinate early. Wire transfers, ACH payments, and checks written to the old legal name can all stall during the transition.

Licenses, Permits, and Contracts

Professional licensing boards, local business license offices, and state tax agencies each have their own notification procedures and deadlines, so check with every agency separately. Review contracts, leases, and insurance policies that reference the old name or structure; many need formal amendments or notices to the other party to remain enforceable under the new legal identity.

Federal Trademarks

If the business holds registered trademarks with the USPTO and changed its legal name, record the name change at the USPTO using an assignment cover sheet with a copy of the filed amendment. A name change within the same legal entity is a name-change recording, not a trademark assignment. A change in entity type (for example, from an LLC to a corporation) is treated as a change in ownership and requires a formal trademark assignment.

1
Secretary of State. Business Registry Fee Schedule
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Oregon Secretary of State. Delivery Options
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Oregon Public Law. Oregon Code 60.047 – Articles of Incorporation
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Oregon Public Law. Oregon Code 60.431 – Authority
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Oregon Public Law. Oregon Code 63.434 – Amendment to Articles of Organization
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Oregon Public Law. Oregon Code 63.047 – Articles of Organization
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Oregon State Legislature. Oregon Revised Statutes Chapter 65 – Nonprofit Corporations
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Oregon Secretary of State. Business Registration Forms
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Oregon State Legislature. Oregon Revised Statutes 60.447 – Articles of Amendment
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Oregon Public Law. Oregon Code 65.447 – Articles of Amendment
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Oregon Secretary of State. Articles of Amendment – Business/Professional Corporation
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Oregon State Legislature. Oregon Revised Statutes 60.437 – Amendment by Board of Directors and Shareholders
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Oregon Public Law. Oregon Code 60.441 – Voting on Amendments by Voting Groups
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Oregon Public Law. Oregon Code 60.451 – Restated Articles of Incorporation
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Internal Revenue Service. Business Name Change