Oregon Articles of Incorporation: Filing and Post-Filing Steps

To form a corporation in Oregon, you file articles of incorporation with the Oregon Secretary of State, pay a $100 fee for a standard business corporation, and wait one to three business days for online submissions to be processed.¹ Once the state accepts the filing, your corporation legally exists and can sign contracts, own property, and issue stock in its own name. Corporate existence actually begins the moment the articles are filed, not when the acknowledgment arrives, unless you set a delayed effective date in the document itself.²

The Seven Required Items

Oregon law lists seven things every set of articles must include.³ Leaving any of them out gets the filing rejected:

A corporate name that meets Oregon’s naming rules.
The total number of shares the corporation is authorized to issue. If you plan multiple classes with different voting or dividend rights, those distinctions go here too.
The name of a registered agent and the physical street address of the registered office in Oregon. The agent can be an individual, another corporation, or a commercial service, but a P.O. box does not qualify as the office.⁴
The name and mailing address of each incorporator.
A mailing address where the Secretary of State can send official correspondence until the first annual report designates a different one.
The physical street address of the principal office, which can differ from the registered office.
The name and address of at least one contact individual who is a director, controlling shareholder, or authorized representative with direct knowledge of the corporation’s operations.

The share structure deserves a moment of thought. Many single-owner corporations authorize a round number of common shares (1,000 or 10,000 is typical) and issue a portion to the founders. If you later need more shares or a new class, amending the articles costs another $100.¹

Naming Rules

Two hard rules apply to the corporate name. First, it must include one of the words “Corporation,” “Incorporated,” “Company,” or “Limited,” or a standard abbreviation such as “Corp.,” “Inc.,” “Co.,” or “Ltd.” Second, the name must be distinguishable from every other active business name on file with the Secretary of State, including other corporations, LLCs, limited partnerships, and assumed business names.⁵

The name cannot contain the word “cooperative.” It must use the English alphabet, though Arabic and Roman numerals and standard punctuation are allowed. You can check availability through the Oregon Business Registry before filing. Oregon’s name reservation process applies only to foreign corporations registering their name, so domestic incorporators generally secure a name simply by filing the articles.

Optional Provisions You Can Include

Oregon law lets you add several optional provisions to the articles.³ Anything placed in the articles is harder to change later than a bylaw, since amendments require a shareholder vote and a $100 fee. Only lock in what you want to be durable. Common choices include:

A clause limiting a director’s personal liability for monetary damages from board decisions. This protection does not reach breaches of the duty of loyalty, intentional misconduct, knowing legal violations, unlawful distributions, or transactions where the director personally benefited.
A specific statement of corporate purpose if you want to restrict the business to a particular line of work. By default, Oregon corporations may engage in any lawful business, and most incorporators leave it that way.
Governance rules that define or limit the powers of the board, the shareholders, or the corporation itself.
Naming the initial directors, which shifts the first organizational meeting from the incorporators to those directors.
A statement electing benefit company status, if that is the structure you want.

How to File

The Oregon Business Registry accepts articles of incorporation online or by mail. Online filing is faster and more common, with processing in one to three business days.⁶ Paper filings mailed to Salem can take several weeks depending on volume.

Standard business corporations pay $100. Nonprofits pay $50.¹ Online filers pay by credit card; paper filers send a check. The state returns an acknowledgment once the filing is approved.

What to Do Right After Filing

Get an EIN

Every corporation needs an Employer Identification Number from the IRS to open a bank account, hire employees, and file tax returns. The online application is free, takes about 15 minutes, and issues the number immediately. The applicant must be the “responsible party” who controls the entity or an authorized representative, and the corporation must already exist at the state level before you apply.⁷ Third-party websites charge for this; the IRS does not.

Consider S Corporation Election

The IRS treats a new corporation as a C corporation by default, meaning the business pays income tax and shareholders pay again on dividends. Many small corporations prefer S corporation status, which passes income through to shareholders and avoids that second layer. To elect it, file IRS Form 2553 no later than two months and 15 days after the beginning of the tax year the election should take effect.⁸ For a new corporation, that clock usually starts on the incorporation date. Miss it and you are a C corporation for the entire first year.

Hold the Organizational Meeting and Adopt Bylaws

Once the articles are accepted, the corporation holds an organizational meeting to actually begin operating. If you named initial directors in the articles, those directors run the meeting. If you did not, the incorporators meet first to elect directors, who then finish the job.⁵ The meeting typically appoints officers, adopts bylaws, authorizes a bank account, and issues stock to the initial shareholders. If everyone agrees in writing, this can happen by written consent instead of a formal gathering. Keep the minutes or consents in the corporate records.

Oregon requires every corporation to adopt bylaws, and either the incorporators or the board handles this during organization.⁹ Bylaws set the internal operating rules: how meetings are called, the size of the board, which officers exist, and how shares transfer. They are not filed with the state; they stay in your records.

Beneficial Ownership Reporting (Boundary)

You may have read about Corporate Transparency Act reports to the Financial Crimes Enforcement Network. As of March 2025, entities created in the United States are exempt. The requirement now applies only to foreign-formed entities registered to do business in the U.S.¹⁰ Oregon-formed corporations do not need to file.

Keeping the Corporation in Good Standing

Annual Report

Every Oregon corporation must file an annual report with the Secretary of State by its anniversary date, meaning the anniversary of the original articles filing. The fee is $100.¹¹ The state mails a reminder about 50 days before the deadline, but missing the reminder is not an excuse. The report updates current officers, directors, registered agent, and business address. If it contains errors, the state returns it for correction with 45 days to fix.¹² Skip the report entirely and the state can administratively dissolve the corporation. Reinstatement is possible but costs more and interrupts the corporation’s authority to do business.

Required Records

Oregon corporations must maintain specific records, and failing to keep them is one of the fastest ways to lose the liability protection that incorporation provides.¹³ Permanent records include minutes from every board and shareholder meeting, records of actions taken without a meeting, actions by board committees, and appropriate accounting records. The corporation must also keep a shareholder list showing names, addresses, and the number and class of shares each person holds.

At the principal office or registered office, keep:

Current articles of incorporation and all amendments
Current bylaws and all amendments
Board resolutions creating any share classes with outstanding shares
Minutes of shareholder meetings from the past three years
Written communications sent to shareholders generally within the past three years
A list of current directors and officers with business addresses
The most recent annual report filed with the Secretary of State

Nobody checks these day to day. They matter when the corporation is sued and a plaintiff argues the owners should be personally liable. Missing minutes, no bylaws, and no shareholder records make that argument much easier to win.

1
Oregon Secretary of State. Business Registry Fee Schedule
2
Oregon Public Law. Oregon Code 60.051 – Incorporation
3
Oregon State Legislature. Oregon Code 60.047 – Articles of Incorporation
4
Oregon State Legislature. Oregon Code 60.111 – Registered Office and Registered Agent
5
Oregon State Legislature. Oregon Code 60 – Private Corporations
6
Oregon Secretary of State. Register, Renew or Reinstate a Business
7
Internal Revenue Service. Get an Employer Identification Number
8
Internal Revenue Service. Instructions for Form 2553
9
Oregon State Legislature. Oregon Code 60.061 – Bylaws
10
FinCEN.gov. Beneficial Ownership Information Reporting
11
Oregon Secretary of State. Business – Dont Be Misled
12
Oregon Public Law. Oregon Code 60.787 – Annual Report
13
Oregon Secretary of State. Oregon Business Corporation Requirements