Nonprofit Corporation Formation Filing in Oregon

Short answer Eligible incorporators deliver articles of incorporation to the Secretary of State. The articles elect public benefit, mutual benefit, or religious status; state whether the corporation will have members; identify the registered office, agent, incorporators, and alternate mailing address; and provide dissolution-asset terms. Initial directors and purpose terms are optional. The filing fee is $50; existence begins when the articles are reviewed, accepted, and filed unless a delayed date is specified.

State

Oregon

Statute checked

October 1, 2026

Sources

13 statutes

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At a glance

Governing act and filing office	Oregon Nonprofit Corporation Act, ORS ch. 65; Secretary of State reviews, accepts, and files articles (§§ 65.044, 65.047, 65.051)
Incorporator and filing document	One or more adults, domestic/foreign corporations, partnerships, or associations deliver articles; each incorporator named/addressed (§§ 65.044, 65.047(1)(d))
Name and purpose	Articles state distinguishable corporate name; purpose terms optional, with lawful-activity default (§§ 65.047(1)(a), (2)(b)(A), 65.074(1), 65.094(4))
Member and entity-type statement	Articles elect public benefit, mutual benefit, or religious type; state whether members will exist and dissolution-asset distribution (§ 65.047(1)(b), (f)–(g))
Initial directors and selection	Initial director names/addresses optional; if omitted, incorporators elect directors or board after incorporation (§§ 65.047(2)(a), 65.057(1)(b))
Registered office and agent	Articles state Oregon registered-office street/number, initial agent, and alternate mailing address; office is agent residence/office at physical service address (§§ 65.047(1)(c), (e), 65.111)
Signatures and agent acceptance	Incorporators sign and affirm consent of each named director; signer states name/capacity and perjury declaration; no separate initial-agent consent listed (§§ 65.047(1), (3), 65.004(2)(b))
Filing fee	$50 for ordinary nonprofit articles (§§ 65.007, 56.140(4))
When existence begins	Existence begins when SOS reviews, accepts, and files articles unless delayed; delayed date no later than day 90, 12:01 a.m. if no time (§§ 65.051(1), 65.011(1)–(2))

Requirements one by one

Incorporators and name

Under § 65.044, one or more adults, domestic or foreign corporations, partnerships, or associations deliver articles to the Secretary of State. Section 65.047(1) requires each incorporator's name and address and a corporate name that generally is distinguishable in the Secretary's records (§ 65.094(4)).

Type, members, and purposes

The articles must elect public benefit, mutual benefit, or religious status, say whether the corporation will have members, and provide for dissolution-asset distribution (§ 65.047(1)). Initial director names and purpose terms are optional under § 65.047(2)(a)–(b). Section 65.074(1) supplies a lawful-activity purpose unless the articles state a narrower one. If initial directors are omitted, § 65.057(1)(b) directs the incorporators to elect directors or a board after incorporation.

Offices, agent, and signatures

Under § 65.047(1)(c), (e), articles identify the initial registered office by street and number, name its agent, and give an alternate mailing address for the principal office. The registered office is the agent's residence or office address at a physical Oregon street location where process can be served (§ 65.111); the statute excludes mail-forwarding and virtual-office substitutes.

The incorporators sign the articles and must state that each person named as an initial director has consented to serve (§ 65.047(3)). The signer also states a name and capacity and makes a declaration under penalty of perjury about the identity information in the filing (§ 65.004(2)(b)).

Fee and existence

Chapter 65 filings follow the fee schedule in § 56.140(4), which sets $50 for this ordinary formation document (§ 65.007). Corporate existence begins when the Secretary of State reviews, accepts, and files the articles unless a delayed effective date is specified (§ 65.051(1)). Under § 65.011(1)–(2), a delayed date may be no later than the 90th day after filing; a delayed date without a time uses 12:01 a.m.

What trips people up

Naming a director in the articles adds a specific statement: the incorporators must say they obtained that director's consent to serve (§ 65.047(3)). The alternate mailing address is for notices to the principal office; it does not replace the registered office's physical service address (§§ 65.047(1)(e), 65.111).

Common questions

Must the articles include a purpose clause?

No. Section 65.047(2)(b)(A) makes it optional, and § 65.074(1) supplies a lawful-activity default.

May the corporation have no members?

Yes. Section 65.047(1)(f) requires the articles to state whether members will exist.

Statutes and sources

Verbatim excerpts of the official Oregon Revised Statutes appear above with source URLs and access dates.

Source links

Every statute quoted above, linked, with the date we checked it.

Or. Rev. Stat. § 65.044 · accessed 2026-10-01

Or. Rev. Stat. § 65.047(1) · accessed 2026-10-01

Or. Rev. Stat. § 65.047(2)(a)–(b) · accessed 2026-10-01

Or. Rev. Stat. § 65.047(3) · accessed 2026-10-01

Or. Rev. Stat. § 65.057(1)(b) · accessed 2026-10-01

Or. Rev. Stat. § 65.074(1) · accessed 2026-10-01

Or. Rev. Stat. § 65.094(4) · accessed 2026-10-01

Or. Rev. Stat. § 65.111 · accessed 2026-10-01

Or. Rev. Stat. § 65.004(2)(b) · accessed 2026-10-01

Or. Rev. Stat. § 65.007 · accessed 2026-10-01

Or. Rev. Stat. § 56.140(4) · accessed 2026-10-01

Or. Rev. Stat. § 65.051(1) · accessed 2026-10-01

Or. Rev. Stat. § 65.011(1)–(2) · accessed 2026-10-01

This page gives general legal information about the state filing that forms an ordinary domestic nonprofit or nonstock corporation. It is not legal advice. Filing requirements, permitted names and purposes, members, directors, registered agents, addresses, fees, and effective dates vary by state and may change. State incorporation does not grant federal tax exemption or complete charitable solicitation registration. Confirm current official law and filing instructions and seek qualified advice for a consequential filing.

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