Answers to Business Registration Questions

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​Oregon Business Registry (OBR) E-filing

New Assumed Business Proper name Registration
New Oregon Limited Liability Visitor

Oregon and other states or countries
New Business Corporation

Oregon and other states or countries
New Oregon Nonprofit Corporation
New Combined Employer Registration
Corporation Division Renewals/Almanac Reports
Combined Employer Business concern Contact Change

Your registration must be reviewed past Oregon Corporation Partitioning staff earlier it's completed. The process typically begins inside one business solar day subsequently you submit your filing. When your filing is submitted online, a confirmation electronic mail with an attached copy of the filing is sent to the e-mail accost y'all provided when you signed upward with the Secretary of Land. Please add DoNotReply@oregon.gov to your trusted email accost list and then you can receive our emails.​​

You'll receive an email stating there are items that need to be corrected. The email contains a link for you lot to log in and right the errors. In one case the errors are corrected, you may resubmit the filing.

When the new filing or renewal has been filed, an e-mail will be sent to the e-mail address yous provided when you signed up using the Secretary of State Secure Admission system. The email will have a stamp filed confirmation copy attached.

You may runway the status of your filing by logging into Oregon Concern Registry and clicking on "My Businesses."

When the filing is completed, a cheque mark will appear in front of the business concern name and the status is automatically updated to show it's complete. Clicking on the name of the business organization in this list will accept yous to the details for the business concern.

An causeless business organization proper noun renews every two years. All other business entity types renew annually. Your renewal will be due on the anniversary date of the original filing. We send out renewal notices automatically about 45 days prior to the due date.

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A cookie is a pocket-size text file created by a website and stored on your estimator or mobile device. Information technology contains unique information the site uses to track such things as your business name and registry number. If you've used an east-commerce site, you accept experienced cookies at piece of work. Cookies runway what items you have chosen every bit you browse from one page to the next, and then load them into your shopping cart. Nearly Web browsers offer the option to limit the apply of cookies. However, many websites use features that don't work when cookies are disabled.

Yes. At the State of Oregon nosotros use industry standard Secure Sockets Layer (SSL) technology to encrypt payment information. As a event, whatever payment information you enter online is protected and will non be used by anyone other than the State of Oregon.

​​​Registering Your Business Proper noun​

​The main reason to register your business organization name is to tell the public - and other businesses - who is doing concern under that name.

The law requires people doing business organisation in Oregon under an assumed name to register it every bit a public tape with the Oregon Secretary of State Corporation Division. This registration lets the public know that the holder of the proper noun intends to practise business under that proper noun. Information technology both aids business owners in establishing their name with other businesses and gives the public contact information for legal proceedings. It'due south just like when you create a business, such as a corporation or limited liability company, the required system documents must exist filed with united states.

Those who do business with an unregistered assumed business proper name may not have standing in court to pursue o​r defend legal actions. They too may find information technology difficult to practice concern, for instance, getting licenses, opening depository financial institution accounts and entering into contracts.​​​

​An assumed business name is also commonly known equally a ​DBA, or "doing business organization as."​​​

​The business name must be available for registration purposes, pregnant that no other concern with exactly the same proper name has an active, or upward-to-engagement, registration with us. There can exist businesses of record with the same name which are no longer active. At that place tin can be businesses in other states or countries that do business under that proper name. There can even exist businesses in Oregon operating nether that name, but have non yet registered.

In brusque, our records don't include every business organization that is using a given name. If the name is non already taken by an agile registration, it'south available for you to annals in the public tape.​​​

​​The law requires the Secretary of State to accept names that are "di​stinguishable upon the tape." A business proper noun is distinguishable if it doesn't re-create a name already on record. A word or even a letter'south difference in a proper name tin be enough to tell it autonomously from another proper name.

Annotation: Assumed business concern names are filed by canton. The database can contain identical names which are associated with different counties.

For further detail see Oregon Administrative Rules Chapter 160​.​

​​If the name of your concern includes the "existent and true" name of each owner, then you don't have to use or register an assumed business name.

A real and true proper noun refers to your last name combined with your given name or initials. For example, if your proper noun is Tom G. Sorenson, and you conduct business nether the name Tom One thousand. Sorenson Construction, you would not be required to register an assumed business concern name. For corporations, express liability companies and other busi​ness entities, the business proper name registered with the Corporation Segmentation is the real and true name of the concern - no additional name registration is required. An assumed business concern name is only required for entities like corporations and LLCs if they are conducting business under a name other than the registered proper name for the entity.​​​​

​Registering your business proper name with the Corporation Division is not the same equally getting a license. Contact the city or county you're doing business in to get a​ license or consult the Business Xpress License Directory​.

​​The state of Oregon does ​non assign resale numbers for wholesale purchase. Use your business registry number to buy wholesale.​​

Create and print a resale certificate​ from the Department of Revenue.


​Registering your proper noun doesn't requite you the correct to utilise it.

The law requires business owners to register a public tape of assumed business names and entities such as corporations. However, the potency to use the name comes only through asserting those rights through use and legal action.

Registering your name doesn't imply you tin legally use it. For example, you might be able to annals "Starbucks Java and Tea" with usa, but the existent Starbucks could still sue y'all. Besides, someone may register a business organisation name similar yours just not exactly the same. That doesn't suggest they take a right to use the name. It just means they've told the public they desire to do business using that name.

Your right to your business proper name is established mainly by using the name in business and is enforced past legal action - not by the Corporation Sectionalisation. This may mean you'll demand to sue in court to finish the offender.

If y'all discover yourself in this situation, it is important to get an attorney's advice. Consider what the loss of business and reputation will cost if you don't get professional advice. A visit or two to a lawyer volition cost far less than the fourth dimension and expense of straightening out mix-ups with the other businesses.

To find a concern chaser, consult the Oregon Bar Clan's complimentary referral service at 800-452-7636 or ask other business organisation owners whom they recommend.​​​​​​

​A business proper name may not contain a discussion or phrase that implies banking or related fiscal activity without written potency from the Segmentation of Finance and Corporate Securities.

Request more information from the Partition of Financial Regulation​.

​Name reservations and proper noun registrations are filings meant to concur a name for a short period of fourth dimension to permit for preparing to register your business organization. Having a name reservation or registration does not permit you to do business organisation in Oregon.​

​​​​​​​Articles of Incorporation

​​​Manufactures of incorporation, sometimes called the certificate of incorporation, or charter, declares the desire of an private or group to become a corporation. Information technology spells out the ​minimum information near the corporation that is required past the laws of the land. It may also contain data virtually the corporation that needs to be made public record, items like restriction on the transfer of corporate stock.​​

​An assumed name, sometimes called a fictitious proper noun, is a feature of some state corporation laws that allows a corporation to operate nether more than one name.

This option serves the small business person who sells different products simply doesn't wish to take several corporations. Many people initially proper noun the corporation their last name like Jones, Inc. They might then add company names that are more descriptive of separate product lines, similar Quantum Computers, Inc., and Standard Computer Software Corporation. All of these names are simply aliases for the same corporation with a unmarried gear up of books and the aforementioned shareholders.

​State police force specifies that shares of stock in the corporation volition be issued under the direction of the board of directors. However, because the corporation is fix upwardly to benefit the shareholders, the shareholders set, or limit, the number of shares the directors are allowed to effect. In other words, the directors are non allowed to issue shares without authority from the shareholders, so the number of authorized shares is equal to the number of full shares.​

​The board of directors control the issuance of stock. Authorized shares refers to the full number of shares of stock that the board of directors is authorized to issue to shareholders.

The board may issue all the shares now, or effect some now and some afterward. Authorized shares become issued shares when issued, or distributed, to a stockholder. Shares that are non issued are usually called authorized simply unissued shares. Unissued shares belong to the corporation and are not considered for shareholders' ownership percentages.​

The board of directors is the body of people specified by state law to straight and oversee the business diplomacy of the corporation, and is commonly headed by a chairperson. The board usually meets infrequently and hires officers to manage the day-to-twenty-four hour period business concern operations. However, considering directors of the corporation have certain immunities from lawsuits against the corporation, all important business organization decisions similar entering long-term contracts should exist canonical by the corporation's board of directors. It is important to remember to have a corporation'south directors approve all major corporate actions.

​Just as a city or state authorities has laws for citizens, the corporation has rules for its shareholders, officers and directors. These rules are called bylaws. They specify things like the number of votes required to laissez passer a matter put before the corporation, and the requirements to exist met before a shareholder can sell stock.​​

​The IRS, non the state, classifies corporations according to how they want to be taxed. At that place are two types of corporations according to the IRS, either "C" corporations, named after Subchapter C of the tax code, or "S" corporations, named after Subchapter S of the tax lawmaking. C corporations take their own tax identification number and pay their own taxes.

By contrast, S corporations, sometimes called pocket-sized business corporations, are taxed as if they were not a corporation. Taxed like a partnership, an S corporation passes through its income or losses to the shareholder's personal tax render and is not liable for Federal income taxes itself. The shareholders of an S corporation pay personal income taxes based on the income of the S corporation, whether or non the shareholder received any of the income. S corporation shareholders can take whatsoever losses the corporation may take.

For information about how to handle revenue enhancement, see your CPA.​​​

​​​Capitalization has a specialized significant in corporate accounting. With a new corporation, the term generally refers to the amount of money a corporation has in its "kitty" when operations begin.

Some states accept minimum capitalization requirements to ensure corporations take a minimum of assets earlier starting operations. Because shareholders are somewhat insulated from lawsuits against a corporation, these avails provide a means to pay whatsoever potential lawsuit winners.

Some states outcome the certificate of incorporation to ostend that yours is a valid corporation, one which has met land incorporation requirements. In some states certificate of incorporation means manufactures of incorporation, the document filed to incorporate your business.​

​The terms charter, document of incorporation and articles of incorporation are used interchangeably.​

​​Directors are people who oversee the affairs of the corporation. Directors are picked by the shareholders and subject area to removal past them. In a small corporation, the directors are usually the shareholders who put on their director'south hat when the need arises.​​​

​​A dividend is a special payment, normally paid at the finish of each quarter, based on the profits fabricated by the corporation during that quarter.

Dividends are usually paid in cash or boosted stock to the shareholders. This is a shareholder's reward for investing in the corporation. It is much the same as interest on a loan, except the dividend is based on the income of the corporation and may not be a regular payment. In addition, the corporation can't deduct dividends like it would loan interest. Some owners pay themselves only a small bacon to minimize FICA withholding and pay themselves a quarterly dividend instead.​​

​​The incorporator is the person who files the articles of incorporation. The incorporator'due south duties and championship end after incorporating. The incorporator must exist onetime enough to legally enter into contracts. When lawyers incorporate a business on the client's behalf, they unremarkably act equally the incorporator, allowing them to sign the required paperwork.​

​Issued shares are easily dislocated with authorized shares.

Authorized shares: the maximum number of shares the board of directors is allowed to issue.

Issued shares: the number of shares actually given out to shareholders. Only issued shares are counted for ownership purposes.​

​A corporation cannot be a corporation without at to the lowest degree i share of stock. In other words, you must accept at least ane shareholder and i share of stock. You lot can have (authorize) as many shares of stock as you want. However, doing so may increase your filing fees.​

​​Par value is an accounting unit of measure used to keep track of the amounts given to the corporation when stock is issued.

Par value means much the same as purchase price. If the stock has a $1000 par value, then the person wishing to purchase the stock must requite something with at least a $m value for the stock. Amounts given for the stock in backlog of par value are chosen "paid in majuscule in excess of par value" - also an accounting term. Par value is simply meaningful when the stock is bought directly from the corporation. Information technology is not considered when stock is bought on the open market. When you buy stock on the market, you pay what the stock is actually worth, the market price.​​​

Par value refers to the toll gear up for shares when purchased from the corporation, and no par value stock refers to stock for which no fixed cost is set. This is usually the example in minor corporations where the owners event themselves a number of shares and simply infuse money in the corporation when needed. Corporations issue no par stock for flexibility. If the corporation's stock has no par value, then there is no set price for the stock. In this example, the directors can enhance the price of the stock when the corporation becomes more valuable. In other words, with no par value stock, the directors determine how much must be paid for the stock each time information technology is issued to a shareholder.​

​No, stock need non take a fixed value. Mostly, in a small business organisation corporation the stock is called "no par value stock" which means there is no set amount of payment required to purchase the stock of the corporation. Each fourth dimension stock is issued, the directors make up one's mind the value of the shares.​​​​

​​Officers are usually employees of the corporation who manage the business on a daily basis. They are responsible for duties outlined past the corporate bylaws.

In a small corporation, officers are commonly as well the directors and shareholders. Owners of small-scale corporations do a lot of role playing, considering pocket-size corporations don't fit the corporate mold envisioned by the laws of many states. The president is usually the chairperson of the board besides.​

​Although a corporation is a split up legal entity, it cannot physically receive documents. Information technology needs a real person, a registered agent, to receive them on its behalf.

The registered agent and address are registered with the state in which the corporation does business. This person is authorized to send and receive legal documents for corporation and to forward documents to the corporation at its primary part address.

Corporations that operate in different states, just don't maintain offices in these states, employ agent service companies to act equally registered agent. The terms registered agent, resident agent and statutory agent all have the same pregnant.​

Read more about Registered Agents and Service of Procedure​.

​The annual meeting is a meeting held once a yr to review the results of corporate operations with the shareholders. In large corporations, shareholders generally do not participate in daily business operations. Most states crave corporations to hold annual meetings to keep shareholders informed about their investment.

Annual meetings are too held to re-appoint the officers and directors of the corporation.

Although holding an annual coming together may sound complicated, the requirement of holding an annual meeting is ordinarily satisfied by using a standard pre-written form called Minutes of Annual Shareholders Meeting or Almanac Shareholder Meeting Minutes. You can find complimentary templates online.​

​​The terms stockholders and shareholders are used interchangeably, and refer to the people for whom the corporation was organized. In large corporations, shareholders are investors who put coin into the business in return for future dividends. In a modest corporation, they are the people who start and run the corporation​.​​​​​

Business Information Heart​

​Visit our online Forms Page to download and print a class or to file online.

​Do y'all look to profit from your activities in Oregon? If you do, yous are probably doing business in Oregon.

A taxpayer having one or more than of the post-obit in Oregon is conspicuously doing business in this country:

  • A stock of goods.
  • An role.
  • A identify of business organization (other than an office) where affairs of the corporation are regularly conducted.
  • Employees or representatives providing services to customers as the principal business activity (such as accounting or personal services), or services related to the sale of tangible or intangible personal holding (such as installation, inspection, maintenance, warranty, or repair of a product).
  • An economical presence through which the taxpayer regularly takes advantage of Oregon'southward economic system to produce income.

​Corporations, Limited Liability Companies and other formal business entities must register with the Secretarial assistant of State. Sole Proprietors and Full general Partner businesses are not required to register if they disclose the names of the owners in the business concern proper noun.  Any business tin can cull to annals an Assumed Business concern Name. ​​​​

​​Many occupations require special licenses, permits, or certifications from state agencies or boards. Delight check the State of Oregon's online License Directory​ to determine if y'all must also register your business with a state agency or board and if in that location are any requirements regarding the name of your business organization.​

​If yous have more than i business concern proper name registered, each name must be renewed separately and cannot be combined. Renew online.

​​Become to Business Name Search, enter the business registry number or name, and scroll down to summary history to check what it says under Annual Report Payment or Renewal Payment.​​

​Go to Reinstate a Business for data and links to reinstate your corporation, LLC, or limited partnership. Causeless business concern names tin can now be reactivated. Y'all can request the course at Renew Online or phone call our office at 503-986-2200.​​

Select your business type from the Business Registration Forms​ folio. Click through to the page about your particular business and find the "Data Change" grade and either mail or fax the completed document to our office. The information is located at the top of the form.

If you have an causeless business proper noun, complete the subpoena form.

​Amendments are non available for filing online at this time. Go to the Forms Page to download and print a form.

​​Yes. A foreign corporation or limited liability company can be filed online at Register Online.