Incorporate in Oregon for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

There are similarities between an Oregon S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences in Oregon, however, come down to the following:

• Ownership Rules: An Oregon C-Corp can have an unlimited number of shareholders and unlimited stock classes. An S-Corp is limited to a maximum number of shareholders, usually 100, and just one stock class.
• Taxes: A C-Corp is taxed on a separate basis. It files taxes at the corporate level, and shareholders may also be taxed at a second level on the dividends they receive. S-Corps are "pass-through" tax entities. They don't pay taxes at a corporate level. Taxes are paid individually by corporate owners.
• Documents: An Oregon S-Corp must file IRS Form 2553 to elect S-Corp status.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Oregon requirements:

• It must end with "Corporation," "Corp.," "Incorporated," "Inc.," "Company," "Co.," "Limited," or "Ltd."
• Don't use a deceptive or confusing name. For example, don't name your corporation "Lisa's Play Gym" if you're a wedding cake vendor.
• Your name must be unique. It can't be deceptively similar to an existing business name. The name you pick must be distinguishable from those of all other recorded entities filed or reserved in Oregon.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

Each state has its own personnel requirements for incorporating. In Oregon,  single-officer or singer-director corporations are allowed. The same individual may hold more than one office or position. You don't have to list your directors and officers in your Articles of Incorporation, but the names and mailing addresses of your incorporators must be included. Post office boxes are allowed. An Oregon corporation is required to have only one incorporator, but if you have more, all of them must sign the Articles. An incorporator is the individual who signs your Articles, delivers them to the Secretary of State for filing and processing, and organizes the corporation.Oregon has no minimum age requirement for incorporators.

Incorporators, officers, and directors are not required to reside in Oregon. They can receive mail in any jurisdiction, even a foreign jurisdiction.

All Oregon corporations must designate a registered agent. A registered agent receives tax, legal, and government documents for your corporation during regular business hours. You must name your registered agent in your Articles of Incorporation. A registered agent can be either an individual or a business within the state, but it can't be your corporation itself. Your registered agent must have a physical and mailing address located in Oregon, and the mailing address can't be a post office box or a drop box. We can help you designate a registered agent when you incorporate with us.

Your Articles of Incorporation must also state the number of shares the corporation is authorized to issue. At least one share of stock must be listed.

Oregon requires that corporations file annual reports. The state calls this a "renewal." You can accomplish this online and pay the fee by credit card. The renewal is legally effective on the date your online payment is made.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In Oregon, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $100.

• Fee to expedite your filing: $60.

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: 7 business days.

•  Expedited processing time: 2 business days.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes – Oregon corporations must pay taxes. Before opening your doors for business, your corporation should apply to the IRS for an employer identification number, or EIN. An EIN is similar to a Social Security number, but it's for businesses. All corporations that have or will have employees must have an EIN.

We have more information about the tax structures of Oregon S-Corps and C-Corps.

Oregon recommends that corporations create certain business records, such as Bylaws, Corporate Minute books, and Meeting Minutes. These records document and maintain your corporate status. We list state-by-state requirements for Bylaws and Meeting Minutes. We have legal documents to help you create and maintain Bylaws and Minutes, regardless of whether Oregon officially requires them. They help protect the legality of your business's corporate status, and can shield you from personal liability as well.

We wish you success with your new Oregon corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford.

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in Oregon or domestic corporations that also operate in Oregon. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.