Overview:
Aside from the personal protection of a corporation, there are other advantages. A corporation can provide valuable tax deductible benefits including sick pay, medical and dental insurance, life insurance, and even deductions for travel and educational expense. Workmen's compensation is another big benefit. Unlike a partnership or proprietership, a corporation continues after death of its owner. No liquidation of the business is necessary. If you want to bring in additional investors, selling corporate stock is the cleanest way to divide ownership. Want to expand; a corporation offers the most flexible way to attract diverse types of financing.

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 $50 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.

Note: 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. 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 $50 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. To get available Forms.

Sale of Securities Blue sky laws

Annual Report:
Annual Reporting requirements.

Additional resources on this topic:
http://www.businesslaw.gov	http://www.oregon.gov	http://www.filinginoregon.com

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