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Select Your Business Name and Structure
Business Organization and Registration
You may operate a business by yourself (sole proprietorship), with another
person (general partnership), or as a separate legal entity (corporation,
limited liability company, limited liability partnership, or limited partnership).
Each type of business structure has advantages and disadvantages. If you
have questions on the form of business that is best for your particular
business, a qualified tax consultant or attorney can advise you. Your local
Small Business Development Center or library may also have literature or
classes that will help you compare different types of business organizations.
If you are a construction or landscape contractor, the Construction Contractors
Board and Landscape Contractors Board can provide some information on the
advantages and disadvantages of different business structures for those
business activities.
This section provides information on types of business organization and the registration that is required for each. If registration is required, fillable, online forms are available are available on the Business Registration Forms page. Submit the completed form and a non-refundable processing fee to the following address or fax number:
Corporation Division
Business Registry Section
Public Service Building, Suite 151
255 Capitol Street NE
Salem, OR 97310-1327
Fax: 503-378-4381
Please allow one to two weeks for processing documents submitted by mail. If submitted by fax, payment must accompany the document with a Visa or MasterCard credit card number. The number and expiration date must be included on the fax cover sheet. Faxed documents are processed in the order received usually within three business days. The fax cover sheet with the credit card number is destroyed when the document is processed.
Documents may be dropped off at the Customer Service Counter of the Corporation Division for processing. Documents are processed in the order received, and you will receive an acknowledgment letter by mail or fax. Information on filed documents is also available on the internet at www.filinginoregon.com. Documents delivered to the Corporation Division at the above address by express delivery mail such as FedEx or UPS are processed within 24 hours of receipt. Please be aware that overnight service of the US Postal Service does not deliver to the Customer Service Counter; the US Postal Service delivers all state mail to a central location and documents received via that service are processed as regular mail.
If you would like to check a name for availability prior to submitting an application, you may search for a business name online. However, a name availability check does not guarantee the name will still be available when Business Registry receives the application.
Sole Proprietorship
A sole proprietorship is the simplest form of business in which one
individual conducts the business. The business owner is personally liable
for the obligations of the business.
A sole proprietor does not have to be registered with Business Registry unless he or she is using an assumed business name. If the name of the business does not include the full legal name of the business owner, the business name must be registered as an assumed business name with Business Registry. The registration allows the public to identify who is transacting business under that business name. See Assumed Business Name Registration.
General Partnership
A general partnership is an association of two or more persons doing
business. All partners are personally liable for the obligations of the
business.
A general partnership does not have to be registered with Business Registry unless it uses an assumed business name. If the name of each general partner is not conspicuously disclosed to the public in the business name, it must be registered with Business Registry. The registration allows the public to identify who is transacting business under that business name. See Assumed Business Name Registration.
General partnerships are regulated by the Uniform Partnership Law, ORS Chapter 68.
Corporation
A corporation is a legal entity created under Oregon statute
by submitting articles of incorporation with Business Registry. A corporation
is owned by its shareholders, in whose names the shares are registered in
the records of the corporation. The articles of incorporation must state
how many shares the corporation has authority to issue.
A corporation acts as a single entity. It exists separately from its owners, and continues to exist even though the shareholders may change. As a separate entity, a corporation must file its tax returns. It may own property, sue, and be sued.
A corporation is managed by a board of directors. Except for the initial board, the shareholders generally select the directors. The number of directors is determined by the articles of incorporation or the bylaws. The directors must elect the president and secretary and adopt bylaws. The board may elect or appoint other officers, or the bylaws may prescribe how other officers are selected. The same person can hold two or more offices.
A corporation must have a registered agent in Oregon whose street address is the registered office. When a corporation is sued, the legal papers are served on the registered agent. Thus, it is necessary that the registered office have a street address. A registered agent can be an individual or a legal entity.
The three common types of corporations filed in Oregon are business corporations, nonprofit corporations, and professional corporations. Business and professional corporations are for-profit corporations. A nonprofit corporation is formed for any lawful purpose except for financial profit. A professional corporation is a for-profit corporation formed for the purpose of providing one or more specific types of professional service. All the shareholders of the professional corporation must be licensed to render one of the professional services.
Corporations formed under Oregon statute are "domestic" corporations. Those formed under the laws of other states, but transacting business in Oregon, are "foreign" corporations.
Domestic Corporation
To form a domestic corporation in Oregon, articles of incorporation
and a non-refundable processing fee must be submitted to Business Registry.
Before articles of incorporation are filed, the name is checked for availability.
The name must be distinguishable from other active names on Business Registry
records. If the name is distinguishable and the articles conform to Oregon
statute, Business Registry processes the document and returns an acknowledgment
to the customer.
Once the existence of the corporation is established, an organizational meeting of the board of directors is generally held to adopt bylaws and elect officers. The bylaws of the corporation may contain any provisions to regulate and manage the affairs of the corporation consistent with statutes and the articles of incorporation.
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The Corporation Division does not have a separate
filing for an S corporation. The S designation is a federal tax designation.
A business corporation that meets the Internal Revenue Service (IRS) requirements
for S corporation status can apply for federal tax status as an S corporation
by filing Form 2553, "Election by a Small Business Corporation," with the
IRS. Form 2553 and instructions can be obtained from your local IRS office
or from the IRS forms line at 1-800-829-3676. Form 2553 can also be downloaded
from the IRS web site at: http://www.irs.gov/pub/irs-pdf/f2553.pdf.
Please note this link is provided as a convenience only, and the state of
Oregon is not responsible for the information available at this site. |
Foreign Corporation
A foreign corporation must obtain authority from Business Registry
to transact business in Oregon. An application of authority, including the
name and address of its Oregon registered agent and a non-refundable
processing fee must be submitted to Business Registry. A certificate of
existence or similar document from the jurisdiction of incorporation must
be submitted with the application form. The certificate or similar document
must be dated within 60 days of the date of the application. Before an application
of authority is filed, the name is checked for availability. The name must
be distinguishable from other active names on Business Registry records.
If the name is distinguishable and the application conforms to Oregon statute,
Business Registry processes the document and returns an acknowledgment to
the customer.
Domestic and foreign business corporations are regulated by the Oregon Business Corporation Act, ORS Chapter 60. Domestic and foreign nonprofit corporations are regulated by the Oregon Nonprofit Corporation Act, ORS Chapter 65. Domestic and foreign professional corporations are regulated by the Oregon Professional Corporation Act, ORS Chapter 58. Forms are available on the Business Registration Forms page.
Limited Liability
Company
A limited liability company (LLC) is an unincorporated association
having one or more members. The LLC can be managed by managers or members.
Managers can be but are not required to be members. It must be stated in
the articles of organization if the limited liability company is to be managed
by managers. Managers could be compared to the board of directors, and members
are like the shareholders of a corporation or limited partners of a limited
partnership. In order to be a member of a limited liability company, a contribution
such as cash, property, or services rendered must be made.
The internal affairs of the LLC are governed by operating agreements that may be oral or written. These operating agreements are comparable to the bylaws of a corporation. The internal affairs are managed by the members, unless the articles of organization specifically state that they shall be managed by one or more managers.
A limited liability company must have a registered agent in Oregon whose street address is the registered office. When a limited liability company is sued, the legal papers are served on the registered agent. Thus, it is necessary that the registered office have a street address. A registered agent can be an individual or a legal entity.
Limited liability companies organized under Oregon statute are "domestic" limited liability companies. Those formed under the laws of other states, but transacting business in Oregon, are "foreign" limited liability companies.
Domestic
Limited Liability Company
To form a domestic limited liability company in Oregon, articles
of organization and a non-refundable processing fee must be submitted
to Business Registry. Before articles of organization are filed, the name
is checked for availability. The name must be distinguishable from other
active names on Business Registry records. In addition, the name of the
limited liability company must contain the words "limited liability company"
or the abbreviation "L.L.C." or "LLC". If the name is distinguishable and
the articles conform to Oregon statute, Business Registry processes the
document and returns an acknowledgment to the customer.
Foreign
Limited Liability Company
A foreign limited liability company must obtain authority to transact
business in Oregon. An application of authority, including the name and
address of its Oregon registered agent and a non-refundable processing
fee must be submitted to Business Registry. A certificate of existence or
similar document from the jurisdiction of organization must be submitted
with the application form. The certificate or similar document must be dated
within 60 days of the date of the application. Before an application of
authority is filed, the name is checked for availability. The name must
be distinguishable from other active names on Business Registry records.
If the name is distinguishable and the application conforms to Oregon statute,
Business Registry processes the document and returns an acknowledgment to
the customer.
Domestic and foreign limited liability companies are regulated by the Oregon Limited Liability Company Act, ORS Chapter 63. Forms are available on the Business Registration Forms page.
Limited Partnership
A limited partnership consists of at least one general partner and
one limited partner. The general partners control the business and are liable
for debts and obligations of the partnership. A limited partner is similar
to a shareholder in a corporation because that person’s liability
is generally limited to the amount of contribution to the partnership.
A limited partnership must have a registered agent in Oregon whose street address is the registered office. When a limited partnership is sued, the legal papers are served on the registered agent. Thus, it is necessary that the registered office have a street address. A registered agent can be an individual or legal entity.
Limited partnerships organized under Oregon statute are "domestic" limited partnerships. Those formed under the laws of other states, but transacting business in Oregon, are "foreign" limited partnerships.
Domestic
Limited Partnership
To form a domestic limited partnership, a certificate of limited
partnership and a non-refundable processing fee must be submitted to
Business Registry. Before a certificate of limited partnership is filed,
the name is checked for availability. The name must be distinguishable from
other active names on Business Registry records. In addition, the name of
the limited partnership must contain the words "limited partnership" without
abbreviation. If the name is distinguishable and the certificate conforms
to Oregon statute, Business Registry processes the document and returns
an acknowledgment to the customer.
Foreign
Limited Partnership
A foreign limited partnership must obtain authority from Business
Registry to transact business in Oregon. An application for registration,
including the name and address of its Oregon registered agent and a non-refundable
processing fee must be submitted to Business Registry. A certificate
of existence or similar document from the jurisdiction of organization must
be submitted with the application form. The certificate or similar document
must be dated within 60 days of the date of the application. Before a foreign
limited partnership is filed, the name is checked for availability. The
name must be distinguishable from other active names on Business Registry
records. If the name is distinguishable and the application conforms to
Oregon statute, Business Registry processes the document and returns an
acknowledgment to the customer.
Domestic and foreign limited partnerships are regulated by the Uniform Limited Partnership Act, ORS Chapter 70. Forms are available on the Business Registration Forms page.
Limited
Liability Partnership
A limited liability partnership is an association of two or more
persons doing business. It is restricted to partnerships that render a professional
service as defined by ORS Chapter 67, and include: Accountants, Architects,
Attorneys, Chiropractors, Dentists, Landscape architects, Naturopaths, Nurse
practitioners, Psychologists, Physicians, Podiatrists, Radiologic technologists,
Real estate appraisers, and other persons providing to the public types
of personal services substantially similar that may be lawfully rendered
only pursuant to a license, or partnerships that are affiliated with a limited
liability partnership and render a complementary service or provide services
or facilities to the limited liability partnership. You may want to check
with your professional licensing agency or board to be sure they recognize
this form of business organization.
Limited liability partnerships formed under Oregon statute are "domestic" limited liability partnerships. Limited liability partnerships formed under the laws of other states, but transacting business in Oregon, are "foreign" limited liability partnerships.
Domestic
Limited Liability Partnership
To form a domestic limited liability partnership, an application
for registration and a non-refundable processing fee must be submitted
to Business Registry. Before a limited liability partnership is filed, the
name is checked for availability. The name must be distinguishable from
other active names on Business Registry records. In addition, the name of
the limited liability partnership must contain the words "Limited Liability
Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or
letters of its name. If the name is distinguishable and the application
conforms to Oregon statute, Business Registry processes the document and
returns an acknowledgment to the customer.
Foreign
Limited Liability Partnership
A foreign limited liability partnership must obtain authority from
Business Registry to transact business in Oregon. An application for authorization
and a non-refundable processing fee must be submitted to Business Registry.
A certificate of existence or similar document from the jurisdiction of
organization must be submitted with the application form. The certificate
or similar document must be dated within 60 days of the date of the application.
Before an application for authorization is filed, the name is checked for
availability. The name must be distinguishable from other active names on
Business Registry records. In addition, the name of the limited liability
partnership must contain the words "Limited Liability Partnership" or the
abbreviation "L.L.P." or "LLP" as the last words or letters of its name.
If the name is distinguishable and the application conforms to Oregon statute,
Business Registry processes the document and returns an acknowledgment to
the customer.
Domestic and foreign limited liability partnerships are regulated by the Oregon Revised Partnership Act, ORS Chapter 67. Forms are available on the Business Registration Forms page.
Annual Report
An annual report and a non-refundable processing fee are due
on the first anniversary date of a corporation, limited liability company,
limited liability partnership, or limited partnership. The annual report
form is mailed to the designated mailing address of the entity approximately
45 days prior to the due date.
After the first year, a renewal coupon only will be mailed to the designated mailing address of the entity. Submit the renewal coupon and a non-refundable processing fee in the envelope provided. If names or addresses need to be updated at any time after the first annual report has been filed, an amendment to the annual report must be submitted to Business Registry. There is no processing fee for an amendment. Forms are available are available on the Business Registration Forms page.
Renew Online - Save time by renewing your business registration online. If your business registration is due for renewal and you wish to pay with a credit card, you can now renew your business online. We accept VISA and MasterCard Only. Renew online.
Reserving A Name
Any person intending to organize a corporation, limited liability
company, limited liability partnership, or limited partnership may reserve
a name by submitting an application for name reservation and a non-refundable
processing fee to Business Registry. A name reservation puts a hold
on the name only and prevents the registration of an identical name. Before
a reservation is filed, the name is checked for availability. The name must
be distinguishable from other active names on Business Registry records.
If the name is distinguishable, Business Registry processes the document
and reserves the name for 120 days.
Assumed Business Name Registration
The main reason to register your business name is to tell the public (and other businesses) who is doing business under that name.
A business name must be registered with the Corporation Division as an assumed business name if the “real and true” name of each person who is carrying on the business is not conspicuously disclosed to the public in the business name. Each person’s “real and true” name must include first name, middle initial and last name. Nicknames are not ‘real and true’ names and must be registered as assumed business names. If there are words that suggest additional owners, such as “company” or “associates”, the business name must be registered.
A business name that includes the “real and true” names of all owners’ may also be registered, but the registration is optional. A corporation, limited liability company, limited liability partnership or limited partnership does not need to register its name as an assumed business name, unless the entity wants to use the name without the entity type designation.
If a person transacts business with an unregistered assumed business name, he or she may not have standing in court to pursue or defend legal actions, and may find it difficult to do business, for example, getting licenses, opening bank accounts, and entering into contracts.
New Registration
To register an assumed business name, an assumed business name application and a non-refundable processing fee must
be submitted to the Corporation Division. The name must be registered in at least one county. Before an assumed business name is filed the
name is checked for availability. The name must be distinguishable from other active names on the division’s database.
Basically, a business name is “distinguishable” if it does not exactly copy a name already on record. Since an assumed
business name is registered by county, there may be identical names in the database but associated with different counties. If
the name is distinguishable and the application conforms to Oregon law, the Corporation Division processes the document
and returns an acknowledgment to the customer. Forms Forms are available are available on the Business Registration Forms page.
Registration Renewal
Assumed business names must be renewed every two years, prior to the second anniversary date and each two-year
anniversary thereafter. Approximately forty-five days prior to the anniversary date, the Corporation Division will
mail an assumed business name registration renewal payment coupon to the business’ mailing address. The assumed
business name registration renewal must be received by the Corporation Division on or before the renewal due date
to prevent cancellation of the assumed business name registration.
Amended Registration
Whenever there is a change in owner/registrant names or addresses, an amendment to the assumed business name must
be submitted to the Secretary of State Corporation Division. There is no processing fee for an amendment.
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Assumed business names cannot be changed or amended once registered; a new name registration is required to register
a new or different assumed business name. Forms are available are available on the Business Registration Forms page. |
Renew Online
Save time by completing your assumed business name renewal online. If your business name is due for renewal and
you wish to pay with a credit card, Renew online.
Legal Reference
Assumed Business Name Statute, ORS Chapter 648
Sale of Securities "Blue
Sky Laws"
The Corporate Securities Section of the Department of Consumer &
Business Services regulates the sale of securities in Oregon. The most common
types of securities are stocks, bonds, and limited partnership interests.
However, any type of agreement that obligates you or your business to pay
another person part of your profits or make interest payments probably involves
a security. If you plan to finance your business with funds other than your
own, you may be involved in the offer and sale of securities.
Oregon Securities Law, ORS Chapter 59, may require that you file an application to register your securities before you offer or sell them. Contact the Corporate Securities Section before you talk to anyone about helping to finance your business. The staff can explain the law, let you know what exemptions may be available, and provide copies of the securities law and forms required for registration. You can also find the securities law and registration forms on the Division of Finance & Corporate Securities' website. If you would like to stop by and talk to someone, call first to be certain a qualified staff member will be available to assist you.
Department of Consumer & Business Services
Corporate Securities Section
350 Winter Street NE, Room 410
Salem, OR 97301-3881
503-378-4140 (voice/TTY)
866-814-9710 (Toll-free)