Incorporating in Oregon means setting up the right foundation in a state that gives businesses room to grow. The process is relatively straightforward with clear filing rules, no sales tax, and a business climate that’s collaborative and resilient. If you want to create a company that’s legally sound, financially efficient, and positioned for growth, Oregon offers a practical path to follow. Below, we’ll explain how to incorporate in Oregon, what the legal requirements are, what incorporation costs, and where Stripe can help.

What’s in this article?

• How do you incorporate a business in Oregon?
  
• What are the benefits of incorporating in Oregon?
  
• What are the legal requirements to incorporate in Oregon?
  
• How much does it cost to incorporate in Oregon?
  
• What are the steps to register an LLC or corporation in Oregon?
  
• How Stripe Atlas can help
  

How do you incorporate a business in Oregon?

When you incorporate in Oregon, you’re creating a legal entity that’s separate from you as an individual. That separation protects your personal assets and gives your business more credibility with customers, partners, and investors. Incorporating is the term used for creating a corporation specifically, although forming a limited liability company (LLC) is a similar process.

The steps are simple and can be completed online. You appoint a registered agent, file formation documents, and register for state taxes. We’ll discuss each step of the process in more detail later on.

What are the benefits of incorporating in Oregon?

Oregon has a pro-business environment that makes incorporation easier. The state has no sales tax, keeps filing requirements simple, and provides helpful tools through the secretary of state’s office.

Here are the advantages that come with forming an LLC or corporation in Oregon.

Liability protection and credibility

When you incorporate or form an LLC, your business becomes its own legal entity. That means your assets, such as your house, savings, and car, are shielded from lawsuits and debts tied to the business. Another benefit of incorporating is that customers and partners tend to take corporations and LLCs more seriously. A simple “LLC” or “Inc.” after your name signals stability and professionalism.

Tax advantages

Transactions in Oregon aren’t subject to state sales tax, which lowers costs for businesses and their customers. And Oregon taxes only corporate income from sales made within the state so if most of your customers are elsewhere, your Oregon tax liability is relatively low.

There are also programs with tax credits for activities such as investing in renewable energy projects and operating in designated enterprise zones. And Oregon has incentive programs designed to encourage investment and expansion for ecommerce companies in particular.

Lifestyle and market advantages

The state’s location on the West Coast gives businesses access to major markets, while costs are often lower than in neighboring California. When it comes to hiring, Oregon’s high quality of life, which includes access to a coastline, mountains, and forests, can be a recruitment asset.

Manageable compliance

Unlike some states, Oregon doesn’t require a general state-level business license. You’ll need to obtain any industry-specific licenses and check local city or county rules, but the absence of an extra statewide license simplifies the process.

What are the legal requirements to incorporate in Oregon?

Here are the specific rules you’ll need to follow to successfully register your business in Oregon.

A compliant business name

Your company’s name must be unique in the Oregon registry and include the right ending:

• Corporations must end with “Corporation,” “Incorporated,” “Company,” or “Limited” (or an abbreviation).

• LLCs must end with “Limited Liability Company” or “LLC.”

Certain words (e.g., “bank,” “cooperative”) are restricted unless you’re authorized to use them. A quick name search on the secretary of state’s site confirms availability. You can reserve a name in advance, or you can secure it simply by filing incorporation documents.

A registered agent

Every Oregon LLC or corporation needs a registered agent with a physical Oregon street address who can receive legal documents and other official notices. PO Boxes, virtual offices, and mail drops don’t qualify. You can act as your own registered agent, or an employee can serve in this role. Another option is to hire a professional service, as long as it’s reliably available during business hours. The entity itself cannot be its own agent.

Filed formation documents

Corporations file articles of incorporation. LLCs file articles of organization. Both documents outline the essentials: business name, principal office address, registered agent, and the incorporator’s or organizer’s details. Corporations must also include their share structures (authorized shares and, if relevant, multiple classes). Once the filing is accepted by the secretary of state, your company legally exists.

Appropriate governance

Corporations must have at least one director. Oregon doesn’t impose residency or age requirements. Initial directors are listed in the articles or appointed shortly after.

LLCs don’t need directors or officers. Members or managers can run the company directly.

Internal governing documents

Corporations are required to draft bylaws that define how the board, officers, and shareholders operate. LLCs should create an operating agreement to outline ownership percentages, management structures, and profit distribution. Even single-member LLCs benefit, since it reinforces the entity’s separation from the owner.

Oregon doesn’t collect these documents, but your company is expected to have them on hand.

A business identification number (BIN)

All corporations and LLCs with employees must register for a BIN. You’ll use it with the Department of Revenue for tax matters.

Ongoing compliance

After incorporation, you’ll need to:

• File an annual renewal each year with the secretary of state

• Update the state if your registered agent, address, or other details change

• Maintain accurate internal records (minutes of meetings and shareholder information for corporations, and documentation of members and finances for LLCs)

Meeting these requirements and keeping up with them over time protects your liability shield and keeps your Oregon business in good standing.

How much does it cost to incorporate in Oregon?

Oregon’s incorporation costs are simple and predictable. Here’s what to budget for.

Filing fee

Forming either an LLC or a corporation costs $100, payable when you file your articles of organization or incorporation with the secretary of state.

Name reservation fee (optional)

If you want to lock down a name before filing, Oregon charges $100 to reserve it for 120 days. Many business owners skip this and secure names when they file.

Registered agent service (optional)

You can act as your own registered agent if you live in Oregon and have a physical address. But many entrepreneurs choose a professional service for privacy and convenience, which usually costs about $100–$300 annually.

Annual report fee

Every LLC and corporation must file a yearly report with the secretary of state, due on the anniversary of formation. The filing updates your company’s information and keeps it active in state records.

Other possible costs

• Oregon doesn’t charge a franchise tax, but businesses with more than $1 million in sales in Oregon are subject to the Corporate Activity Tax (CAT). The tax is computed as $250 plus 0.57% of taxable commercial activity of over $1 million.

• If you use an attorney or an online incorporation service, expect additional fees on top of state charges.

What are the steps to register an LLC or corporation in Oregon?

Whether you’re setting up an LLC or incorporating in Oregon, you’ll take very similar steps to register your business with the state. Here’s what you’ll need to do.

Decide on your structure

LLCs are simpler and enable flexible management and pass-through taxation, where profits flow directly to members’ tax returns. They’re a good fit for small businesses and founders who want a less formal structure. Corporations have a more rigid structure (including directors, officers, and shareholders), but they’re a better fit if you plan to raise venture capital, issue stock, or eventually go public.

Check name availability

Your business name must meet state rules and be distinguishable from others on record. Use the Oregon secretary of state’s business name search tool to confirm availability. Corporations must end with “Corporation,” “Incorporated,” “Company,” or “Limited,” while LLCs must end with “Limited Liability Company” or “LLC.”

Appoint a registered agent

Every business needs a registered agent with a physical Oregon address. This can be you, someone on your team, or a registered agent service.

File your articles

Corporations file articles of incorporation. You’ll include the company name, office address, registered agent, incorporator, at least one director, and your share structure (number and types of shares authorized). LLCs file articles of organization. The information you’ll include is similar, but you won’t need to list directors or shares because LLCs are organized around members or managers.

Both types of documents can be submitted online or by mail.

Create governing documents

Oregon doesn’t collect these, but they’re important for running your company. Corporations should draft bylaws that describe how the board and shareholders operate, and LLCs should draft an operating agreement that clarifies ownership percentages, management, and profit distribution. Even solo LLCs benefit from having one, since it reinforces your liability protection.

Register for state taxes and permits

Oregon has no sales tax, but you might need to register for other obligations. If you hire employees, you’ll need withholding and unemployment insurance accounts. Corporations need to pay corporate income tax or excise tax on corporate profits (6.6% on income up to $1 million and 7.6% on income above $1 million plus $66,000). Businesses with more than $1 million in sales in Oregon must register and pay CAT.

And while Oregon doesn’t issue a general state license, you might need industry-specific permits (e.g., food service, construction, healthcare) or a local business license from your city or county.

File annual reports

Each year, you’ll need to file an annual report with the secretary of state to confirm your information and pay the renewal fee. Missing this deadline can lead to administrative dissolution.

How Stripe Atlas can help

Stripe Atlas sets up your company’s legal foundations so you can fundraise, open a bank account, and accept payments within two business days from anywhere in the world.

Join 75K+ companies incorporated using Atlas, including startups backed by top investors like Y Combinator, a16z, and General Catalyst.

Applying to Atlas

Applying to form a company with Atlas takes less than 10 minutes. You’ll choose your company structure, instantly confirm whether your company name is available, and add up to four cofounders. You’ll also decide how to split equity, reserve a pool of equity for future investors and employees, appoint officers, and then e-sign all your documents. Any cofounders will receive emails inviting them to e-sign their documents, too.

Accepting payments and banking before your EIN arrives

After forming your company, Atlas files for your Employer Identification Number (EIN). Founders with a US Social Security number, address, and cell phone number are eligible for IRS expedited processing, while others will receive standard processing, which can take a little longer. Additionally, Atlas enables pre-EIN payments and banking, so you can start accepting payments and making transactions before your EIN arrives.

Cashless founder stock purchase

Founders can purchase initial shares using their intellectual property (e.g., copyrights or patents) instead of cash, with proof of purchase stored in your Atlas Dashboard. Your IP must be valued at $100 or less to use this feature; if you own IP above that value, consult a lawyer before proceeding.

Automatic 83(b) tax election filing

Founders can file an 83(b) tax election to reduce personal income taxes. Atlas will file it for you—whether you are a US or non-US founder—with USPS Certified Mail and tracking. You’ll receive a signed 83(b) election and proof of filing directly in your Stripe Dashboard.

World-class company legal documents

Atlas provides all the legal documents you need to start running your company. Atlas C corp documents are built in collaboration with Cooley, one of the world’s leading venture capital law firms. These documents are designed to help you fundraise immediately and ensure your company is legally protected, covering aspects like ownership structure, equity distribution, and tax compliance.

A free year of Stripe Payments, plus $50K in partner credits and discounts

Atlas collaborates with top-tier partners to give founders exclusive discounts and credits. These include discounts on essential tools for engineering, tax, finance, compliance, and operations from industry leaders like AWS, Carta, and Perplexity. We also provide you with your required Delaware registered agent for free in your first year. Plus, as an Atlas user, you’ll access additional Stripe benefits, including up to a year of free payment processing for up to $100K in payment volume.

Learn more about how Atlas can help you set up your new business quickly and easily, or get started today.