The answers to the frequently asked questions are provided for information purposes and are not intended to provide legal advice or to substitute for the advice of an attorney.
Are there different types of nonprofit corporations?
Yes, nonprofits fall into one of three categories: mutual benefit corporations, public benefit corporations and religious corporations. Please see our glossary of terms for additional information.
Can I obtain a copy of a nonprofit corporation’s IRS Form 990 from the Secretary of State?
No. Nonprofit corporations are not required to file Form 990 with the Secretary of State. Some nonprofit corporations are required to file Form 990 with the Oregon Department of Justice. The IRS provides information about how to obtain copies of Forms 990, exemption applications and related tax filings on its Form 990 Resources and Tools page.
For more information about registrations and filings with the Oregon Department of Justice, please visit the charitable activities section of the attorney general's website.
What do I need to know regarding the nonprofits' tax status?
The Internal Revenue Service has developed helpful publications relating to nonprofit organizations and corporations.
Visit the IRS website for information on all types of nonprofits.
IRS requirements for qualifying as a 501c(3) organization.
How do I obtain tax-exempt status?
State and federal tax-exempt status does not automatically result from nonprofit status. Nonprofit organizations must apply to the Internal Revenue Service for tax-exempt status.
See your tax advisor to determine whether to apply for tax-exempt status and type to pursue. For example, only certain tax-exempt status determinations also allow donors to deduct the value of charitable donations on their tax returns. A fee - as much as $900 - must accompany applications for tax-exempt status.
Check for information for tax-exempt organizations with the Internal Revenue Service at www.irs.gov and toll-free at 877-829-5500.
Are nonprofits required to file annual reports?
Yes. To maintain the legal status of the charitable corporation, an annual report must be filed with the Secretary of State's office each year on the anniversary of the filing of the Articles of Incorporation. Although the Corporation Division will send a form for this purpose to the address of record, it is the organization's responsibility to ensure that the form is completed, submitted and filed with the appropriate fee.
A corporation will be dissolved if the forms are not filed within 45 days of the anniversary date. This process is called involuntary dissolution. There is a procedure for reinstating a corporation after it has been dissolved.
Any major changes occurring after the annual report has been filed (e.g. officers, federal I.D. numbers, etc.) require the filing of an amendment to the annual report. Contact us with any questions regarding annual reports at www.sos.state.or.us or 503-986-2200.
What are the requirements to dissolve a nonprofit?
A nonprofit corporation can dissolve by delivering Articles of Dissolution to the Office of the Secretary of State for filing (ORS 65.631). Important: A public benefit or religious corporation is required give the Oregon Attorney General written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the Secretary of State agency (ORS 65.627).
What are the grounds for administrative dissolution of a nonprofit?
A nonprofit organization can be administratively dissolved as a corporation if:
- The corporation does not pay when due any fees imposed by Oregon statute.
- The corporation does not deliver its annual report to the Secretary of State when due.
- The corporation is without a registered agent or registered office in this state.
- The corporation doesn't notify the Secretary of State that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.
- The corporation’s period of duration, if one is specified in its articles of incorporation, expires.