Business Organization and Registration

There are several ways to structure a business, and specific registration requirements for each. Forms are available on the Business Registration Forms page, along with the online registration option, the fastest of several delivery options.

Each type of busi​ness structure has advantages and disadvantages. You can operate a business:

Qualified tax consultants and attorneys can help identify the optimal structure for your business​. Your local Small Business Development Center or library also has training,  advice, and literature that will help you compare the different options.
 

Sole Proprietorship

A sole pr​oprietorship is the simplest form of business in which one individual conducts the business. The business owner is personally liable for the obligations of the business.

Sole proprietors don't have to be registered with Business Registry​ unless they are using an assumed business name. If the name of the business doesn't include the full legal name of the business owner, the business name must be registered as an assumed business name wi​th Business Registry. The registration allows the public to identify who is doing business under that business name. 

General Partnership

A ge​neral partnership is an association of two or more people doing busines​s. All partners are personally liable for the obligations of the business.

A general partnership doesn't have to be registered with Business Registry unless it uses an assumed busin​ess name. If the name of each general partner isn't included in the business name, it must be registered with Business Registry. The registration allows the public to iden​tify who is doing business under that business name. 

Gene​ral partnerships are regulated by the Uniform Partnership Law, ORS Chapter 67.

Corporation​

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 registe​red 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 shareho​lders 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 bylaws. The directors must elect the president and secretary and adopt bylaws. The board can elect or appoint other officers, or the bylaws can 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 corporatio​n is sued, the legal papers are served on the registered agent. Thus, the registered office must have an actual street address. A registered agent can be an individual or a legal entity.

The three common types of cor​porations filed in Oregon are business corporations, nonprofit corporations and professional corporations.

1. Business and professional corporations are for-profit corporations.
   
2. A nonprofit corporation is formed for any lawful purpose except for financial profit.
   
3. 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 doing business in Oregon, are "foreign" corporations.

Domestic Corporation

To form a domestic corporation in Oregon, articles of incorporation and a nonrefundable 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.

The Corporation Division doesn't 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 Election by a Small Business Corporation (Form 2553) with the IRS.

Foreign Corpo​ration

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 nonrefundable 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. Forms are available on the Business Registration Forms page.

Limited Liability Com​pany

A limited liability company (LLC) is an unincorporated association having one or more members. The LLC can be managed by managers or members. Managers can be but aren't required to be members. It must be stated in the articles of organization if the limited liability company is to be managed by managers. Managers can be compared to the board of directors, and members to shareholders of a corporation or limited partners of a limited partnership. To be a member of a limited liability company, a contribution such as cash, property or services rendered must be made.

The internal affairs of the LLC are governed by oral or written operating agreements. These operating agreements are comparable to the bylaws of a corporation. The members manage the internal affairs, unless the articles of organization specifically state that they will be managed by one or more managers.

A limited liability company must have a registered agent in Oregon whose street address is the registered office. When a limited liability company is sued, the legal papers are served on the registered agent. Thus, the registered office must have an actual street address. A registered agent can be an individual or a legal entity.

Limited liability companies organized under Oregon statute are "domestic" limited liability companies. Those formed under the laws of other states, but transacting business in Oregon, are "foreign" limited liability companies.

Domestic Limit​ed Liability Company

To form a domestic limited liability company in Oregon, articles of organization and a nonrefundable processing fee mu​st be submitted to Business Registry. Before articles of organization are filed, the name is checked for availability. The name must be distinguishable from other active names on Business Registry records. In addition, the name of the limited liability company must contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC." If the name is distinguishable and the articles conform to Oregon statute, Business Registry processes the document and returns an acknowledgment to the customer.

Foreign Limited Liability Comp​any

A foreign limited liability company must obtain authority to transact business in Oregon. An application of authority, including the name and address of its Oregon registered agent and a nonrefundable processing fee, must be submitted to Business Registry. A certificate of existence or similar document from the jurisdiction of organization 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 limited liability companies are regulated by the Oregon Limited Liability Company Act, ORS Chapter 63. Forms are available on the Business Registration Forms page.

Limited P​​artnership

A limited partnership consists of at least one general partner and one limited partner. The general partners control the business and are liable for debts and obligations of the partnership. A limited partner is similar to a shareholder in a corporation because that person’s liability is generally limited to the amount of contribution to the partnership.

A limited partnership must have a registered agent in Oregon whose street address is the registered office. When a limited partnership is sued, the legal papers are served on the registered agent. Thus, the registered office must have an actual street address. A registered agent can be an individual or legal entity.

Limited partnerships organized under Oregon statute are "domestic" limited partnerships. Those formed under the laws of other states, but transacting business in Oregon, are "foreign" limited partnerships.

Domestic Limited​ Partnership

To form a domestic limited partnership, a certificate of limited partnership and a nonrefundable processing fee must be submitted to Business Registry. Before a certificate of limited partnership is filed, the name is checked for availability. The name must be distinguishable from other active names on Business Registry records. In addition, the name of the limited partnership must contain the words "limited partnership" without abbreviation. If the name is distinguishable and the certificate conforms to Oregon statute, Business Registry processes the document and returns an acknowledgment to the customer.

Fore​ign Limited Partnership

A foreign limited partnership must obtain authority from Business Registry to transact business in Oregon. An application for registration, including the name and address of its Oregon registered agent and a nonrefundable processing fee must be submitted to Business Registry. A certificate of existence or similar document from the jurisdiction of organization 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 a foreign limited partnership 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 limited partnerships are regulated by the Uniform Limited Partnership Act, ORS Chapter 70​. Forms are available on the Business Registration Forms page.

Limited Liability Partnership

A limited liability partnership is an association of two or more people doing business. It is restricted to partnerships that offer a professional service as defined by ORS Chapter 67. These services include the following: accountants, architects, attorneys, chiropractors, dentists, landscape architects, naturopaths, nurse practitioners, psychologists, physicians, podiatrists, radiologic technologists, real estate appraisers and others providing personal services that also require a license. It also includes partnerships that are affiliated with a limited liability partnership and provide a complementary service or provide services or facilities to the limited liability partnership. You may ​want to check with your professional licensing agency or board to be sure they recognize this form of business organization.

Limited liability partnerships formed under Oregon statute are "domestic" limited liability partnerships. Limited liability partnerships formed under the laws of other states, but transacting business in Oregon, are "foreign" limited liability partnerships.

Domestic Limited Liability Partnership

To form a domestic limited liability partnership, an application for registration and a nonrefundable processing fee must be submitted to Business Registry. Before a limited liability partnership is filed, the name is checked for availability. The name must be distinguishable from other active names on Business Registry records. In addition, the name of the limited liability partnership must contain the words "Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of its name. If the name is distinguishable and the application conforms to Oregon statute, Business Registry processes the document and returns an acknowledgment to the customer.

Foreign Limited Liability Partnership

A foreign limited liability partnership must obtain authority from Business Registry to transact business in Oregon. An application for authorization and a nonrefundable processing fee must be submitted to Business Registry. A certificate of existence or similar document from the jurisdiction of organization 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 for authorization is filed, the name is checked for availability. The name must be distinguishable from other active names on Business Registry records. In addition, the name of the limited liability partnership must contain the words "Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of its name. 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 limited liability partnerships are regulated by the Oregon Revised Partnership Act, ORS Chapter 67. Forms are available on the Business Registration Forms page.