Your Oregon Professional Corporation name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.

In any case, the Oregon Professional Corporation name that you choose must be distinguishable from the name of any other registered Oregon Professional Corporation or other business entity and the name must also be different from any reserved names on record with the state of Oregon.  Your Oregon Professional Corporation name must not imply that it was formed for a purpose other than that stated in your Articles of Incorporation; and your Oregon Professional Corporation name must not be a name that is likely to mislead the public.

The name of an Oregon Professional Corporation must include the word "Corporation" or "Incorporated" or an abbreviation of one of these words.

It's important to choose a good name for your Oregon Professional Corporation because if you want to change it after you incorporate you will have to file amended Articles of Incorporation with the Oregon Secretary of State (and pay a fee).

Every Oregon Professional Corporation must have an address that is physically located in the state of Oregon.  This address is "registered" with the Oregon Secretary of State.  The Registered Address is where official and legal correspondence can be delivered.

The individual or company that is registered with the state of Oregon to receive all correspondence on behalf of the Oregon Corporation is called a "Registered Agent".  You may act as your own Registered Agent, however, many Oregon Professional Corporations hire a Registered Agent because they don't have a physical address within the state of Oregon or to provide a distinct level of privacy.

All Oregon Professional Corporations are required to have a Board of Directors.  Directors are the people who will set policies for your Oregon Professional Corporation and manage the business and its resources.  In the majority of small corporations directors are the owners. The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors. 

The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders. One of the most important duties of the Board of Directors is electing Officers for your Oregon Professional Corporation.  The same person may be a Director and an Officer at the same time.  Directors need not be residents of the state of Oregon or shareholders of the Oregon Professional Corporation unless the Articles of Incorporation or Bylaws require it.

Normally Directors for your Oregon Professional Corporation are elected for a term of one year.  Elections are held at the annual meeting of Shareholders.  The Directors serve until the next annual Shareholders meeting.

The Board of Directors elects Officers for your Oregon Professional Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.  Officers serve at the pleasure of the Board of Directors of the Oregon Professional Corporation.  Officers handle the day to day operation of the Oregon Professional Corporation.

Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Oregon Professional Corporation the same person may hold more than one Corporate Office at the same time.  However, there are certain legal affairs in which the same person cannot act in more than one capacity.

One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings and for authenticating records for the Oregon Professional Corporation.

The Oregon Corporate Income Tax Rate is %.  You may form an S Corporation in Oregon.  S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Oregon Corporate Income Tax.

In order to form a Corporation in Oregon you must file Articles of Incorporation with the Oregon Secretary of State.  The Articles of Incorporation must include certain specific information about your Oregon business. If the Articles do not conform exactly to state of Oregon requirements they will be rejected.  You may subsequently amend the Articles of Incorporation for your Oregon Professional Corporation but you will have to pay a fee to the state of Oregon in order to make the changes official.

A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a business entity.  An FEIN is like a Social Security Number for your Oregon Professional Corporation.  All Oregon Professional Corporations are required to have an FEIN.

Corporate stock is evidence of ownership of a Oregon Professional Corporation.  When you form your Oregon Professional Corporation, you will need to determine what type of stock and the number of shares of each type that you want to authorize.  You do not have to sell the number of shares that are authorized.  Many small Oregon Professional Corporations hold 100% of the shares.

Stockholders in a Oregon Professional Corporation are entitled to voting rights or dividends of the Corporate profits or both.  Whoever owns over 50% of the stock of the Oregon Professional Corporation is able to make all Corporate business decisions.  Oregon Professional Corporations usually hold at least 51% of the corporate stock in order to retain control of the Oregon Professional Corporation.

The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.  Bylaws are the internal rules of your Oregon Professional Corporation.  They are adopted by the Board of Directors and vary widely from Corporation to Corporation.  Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and Shareholders are to be conducted; what Officers the Oregon Professional Corporation will have and a description of each of their duties. 

As your company grows over time, you may amend your bylaws as necessary.  Bylaws generally cannot be amended by the Board of Directors unilaterally.  A vote by the majority of Stockholders of the Oregon Professional Corporation is usually required to amend the Corporate Bylaws.  Bylaws may include any rules for managing the business and conducting corporate affairs.  Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Oregon law or the Oregon Professional Corporation's Articles of Incorporation.  A copy of the Corporate Bylaws should be maintained at the Corporation's principal Oregon office.

It's very important that you have a separate business bank account for your Oregon Professional Corporation.  Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.  It's a good idea to contact the bank before you open a business bank account.  Specific requirements vary from bank to bank.

Note that forming an Oregon Professional Corporation doesn't take the place of obtaining a business license, tax registration certificate, or other required business permits.  An Oregon Professional Corporation merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.

Depending on the nature of the business and the location of your Oregon Professional Corporation you may need to get one or more city business licenses or permits.  The business licenses or permits that are required for your Oregon Professional Corporation vary depending on your business activities and the specific locations within the state of Oregon in which you want to conduct business.

If your Oregon Professional Corporation will be selling products in Oregon you may be required to obtain a Reseller's Permit from the appropriate Oregon state agency.  If your Oregon Professional Corporation will be selling products in Oregon you will also be responsible for all applicable local and state of Oregon sales taxes if there are any.

Every Oregon Professional Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting on file.  A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.  The minutes of each meetings must be open for inspection by any Shareholder or Director.  This meeting requirement is often overlooked and comes into play when the Oregon Professional Corporation is challenged for any reason.  Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your Oregon Professional Corporation a lot of potential trouble.

The Oregon Secretary of State does not require new Oregon Corporations to file an Initial Annual Report.

Every Oregon Corporation is required to file an Annual Business Renewal report with the Oregon Secretary of State EACH year.

The Oregon Corporation Annual Business Renewal is due at the OR Secretary of State EACH year by the anniversary date on which the Oregon Secretary of State first approved the filing of the new Oregon Corporation.

The Oregon Secretary of State does not impose a late filing penalty if an Oregon Corporation does not file its Corporation Annual Business Renewal by the due date but if an OR Corporation does not file its Annual Business Renewal on time, the OR Corporation will be listed as Inactive in the Oregon Secretary of State's system.

After 45 days past the due date, if an Oregon Corporation still does not file its Annual Business Renewal the OR Corporation will be administratively dissolved by the Oregon Secretary of State.