Oregon Secretary of State

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Do I Need to Register My Business in Oregon?

​​​​Registration may be required to meet​ requirements of another agency or institution with whom your company is doing business​.​

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No person shall carry on, conduct, or transact business under a name other than their real and true name unless registered with the Secretary of State.

Alternative to Registering a Business Name

Sole proprietors don't have to be registered with the State of Oregon unless they are using an assumed business name or a fictitious name. If the name of the business includes the "real and true" name of each owner, there is no requirement to register an assumed business name with our office. ORS 648.005(6)​ "Real and true name" means:

The surname of an individual coupled with a combination of the individual's given names or initials; For example, the following sole proprietor business names would not need to register with our office:
  • Jane Ann Doe Glass Cleaning
  • Jane A Doe Glass Cleaning
  • J Ann Doe Glass Cleaning
  • J A Doe Glass Cleaning
For corporations, limited liability companies (LLCs), and other business entities, the business name registered with the State of Oregon Corporation Division is the real and true name of the business, so no other name registration is required. An assumed business name is only required for entities like corporations and LLCs if they conduct business under a name other than the registered name of their entity.​

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Do you expect to profit from your activities in Oregon? If so, you are probably doing business in Oregon. A foreign entity (home jurisdiction is another state or country) doing business in Oregon may not transact business in this state until it has been authorized to do so by the Secretary of State. 

A taxpayer having one or more of the following in Oregon is clearly doing business in this state:
  • An office.
  • A place of business, other than an office, where affairs of the corporation are regularly conducted.
  • Employees or representatives providing services, such as accounting or personal services, to customers as the primary business activity.
  • Employees or representatives providing services incidental to the sale of tangible or intangible personal property, such as installation, inspection, maintenance, warranty, or repair of a product.
  • An economic presence through which the taxpayer regularly takes advantage of Oregon's economy to produce income.
  • A stock of goods​

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Certain activities, taken on their own, don't mean you are doing business in Oregon. 

Here are some examples:
  • Maintaining, defending or settling any proceeding.
  • Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.
  • Maintaining bank accounts.
  • Maintaining offices or agencies for the transfer, exchange and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities.
  • Selling through independent contractors.
  • Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
  • Creating or acquiring indebtedness, mortgages and security interests in real or personal property.
  • Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
  • Owning real or personal property.
  • Conducting an isolated transaction that is completed within 30 days and is not one in the course of repeated transactions of a like nature.
  • Transacting business in interstate commerce.​

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If you are an out-of-state business and only hiring an Oregon-resident employee/remote worker, the decision whether to register your business with the Secretary of State is based on the criteria shown above.

If you decide that registration is not necessary, a Business Identification Number (BIN) is still required for Oregon payroll tax withholding and unemployment. The BIN is issued by the Oregon Department of Revenue, and their Withholding and Payroll Tax​ website provides the requirements.​

Fast Track It:​ Register Online​​​

Register your busi​ness and file annual reports online.

Find more information about who has to file taxes in Oregon ​on the Oregon Department of Revenue website​.​​