Business Corporation Formation Filing Requirements in Oregon

At a glance

Requirements one by one

Governing law and filing record

Oregon forms an ordinary domestic business corporation through Articles of Incorporation under ORS Chapter 60. One or more incorporators deliver the articles to the Secretary of State's Corporation Division for filing.

Incorporator and signature

An incorporator may be an individual age 18 or older, a domestic or foreign corporation, a partnership, or an association. The articles publicly name and address every incorporator. ORS 60.004 permits an incorporator to execute a pre-organization filing and requires the signer's name, capacity, and statutory declaration under penalty of perjury. The prescribed paper form calls for each person forming the corporation to sign. An acknowledgment is optional rather than a filing requirement.

Name, purpose, and duration

The name must use “corporation,” “incorporated,” “company,” “limited,” or an abbreviation, must not use “cooperative,” and must be distinguishable in the Secretary of State's active records. The name uses the English alphabet, with Arabic and Roman numerals and incidental punctuation permitted.

Every lawful business is available unless the articles narrow the purpose. Duration is perpetual unless the articles provide otherwise.

Agent, office, and addresses

The articles name the initial registered agent and give an Oregon physical street address for the registered office, plus a different mailing address if there is one. The registered office cannot be a commercial mail receiver, mail forwarder, or virtual office. The filing also gives an address for state notices and the principal office's initial physical street address and any different mailing address.

Shares, classes, and par value

The articles state the authorized shares, and the current form requires at least one. For multiple classes, the articles prescribe each class designation and count and describe preferences, limitations, and relative rights before issuance. If the articles authorize it, the board may later set class or series terms, but the corporation must file articles of amendment before issuing those shares. Par value is an optional articles term.

Directors and other disclosures

Initial-director names and addresses are optional. Oregon nevertheless requires the public filing to name and address at least one individual who is a director, controlling shareholder, or authorized representative with direct knowledge of the corporation's operations and business activities. The paper form's initial president and secretary fields are optional; every incorporator remains public.

Optional and restricted provisions

The articles may add purpose terms, management rules, limits on corporate, board, or shareholder powers, par value, an environmentally and socially responsible operation provision, and terms otherwise permitted in bylaws.

A director-liability limitation cannot cover pre-effective conduct, loyalty breaches, bad faith or intentional misconduct, a knowing legal violation, an unlawful distribution, or a transaction giving the director an improper personal benefit.

Method, fee, attachments, and effect

The Corporation Division supports online filing and mail/fax service. The current nonrefundable processing fee is $100. The ordinary paper form does not list a separate mandatory cover sheet, consent, or companion filing; an extra sheet is used when additional provisions or space are needed.

Corporate existence ordinarily begins when the Secretary of State files the articles. A stated delayed date and time may be no later than day 90 after filing; a delayed date without a time takes effect at 12:01 a.m.

Initial report, publication, and follow-up

Chapter 60 and the current formation form impose no formation publication, proof-of-publication filing, or separate initial report. The fee schedule lists a $100 annual renewal, but that later recurring report is outside this immediate formation dimension.

Organization, officers, and bylaws

If the articles name initial directors, those directors complete organization. Otherwise, the incorporators meet to elect directors and complete organization, or elect a board that does so. The statutory tasks include appointing officers, adopting bylaws, and handling other organization business. The officers must include a president and secretary.

Incorporators may act by unanimous written consent instead of an organizational meeting. Unless the articles or bylaws say otherwise, the board also may act by unanimous written consent.

What trips people up

The direct-knowledge disclosure is mandatory even though naming the initial directors is optional. A corporation that leaves the director fields blank must still provide an eligible individual's name and address in the direct-knowledge field.

The form's single authorized-share field is not a complete multiple-class charter. Multiple classes require class counts, designations, and rights under ORS 60.131, or a valid articles-based delegation followed by the amendment filing required by ORS 60.134 before issuance.

Statutes and sources

• ORS §§ 60.004, 60.007, 60.011, 60.044-.061, 60.074, 60.077, 60.094, 60.111, 60.131-.134, 60.341, and 60.371 — current official Chapter 60 text for execution, articles, public fields, shares, effect, and organization, accessed August 14, 2026.
• Oregon Secretary of State, Articles of Incorporation — Business/Professional Corporation — current hosted paper form for required and optional fields, signature declaration, and $100 fee, accessed August 14, 2026.
• Oregon Secretary of State, Business Registry Fee Schedule and Register a Business — current fee, annual-renewal listing, and online/mail-fax routes, accessed August 14, 2026.