Do I Need to Register My Business in Oregon?
Requirements to register your Oregon business
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
Authority to Transact Business in Oregon
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.
Registration may be required to meet requirements of another agency your company is doing business with.
Certain Activities Don't Mean You Are Doing Business
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.