Answers to Business Registration Questions

​​Jump to: Registering Business Name | Articles of Incorporation​ | Business Information Center​

​Oregon Business Registry (OBR) E-filing

New Assumed Business Name Registration
New Oregon Limited Liability Company 
Oregon and other states or countries
New Business Corporation
Oregon and other states or countries
New Oregon Nonprofit Corporation
New Combined Employer Registration
Corporation Division Renewals/Annual Reports
Combined Employer Business Contact Change
Your registration must be reviewed by Oregon Corporation Division staff before it's completed. The process typically begins within one business day after you submit your filing. When your filing is submitted online, a confirmation email with an attached copy of the filing is sent to the email address you provided when you signed up with the Secretary of State. Please add to your trusted email address list so you can receive our emails.​​
You'll receive an email stating there are items that need to be corrected. The email contains a link for you to log in and correct the errors. Once the errors are corrected, you may resubmit the filing.
When the new filing or renewal has been filed, an email will be sent to the email address you provided when you signed up using the Secretary of State Secure Access system. The email will have a stamp filed confirmation copy attached.

You may track the status of your filing by logging into Oregon Business Registry and clicking on "My Businesses."

When the filing is completed, a check mark will appear in front of the business name and the status is automatically updated to show it's complete. Clicking on the name of the business in this list will take you to the details for the business.
An assumed business name renews every two years. All other business entity types renew annually. Your renewal will be due on the anniversary date of the original filing. We send out renewal notices automatically about 45 days prior to the due date.
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​​​Registering Your Business Name​

​Registering a business name tells the public - and other businesses - who is doing business under that name.

The law requires people doing business in Oregon under an assumed name to register it as a public record with the Oregon Secretary of State Corporation Division. This registration lets the public know that the holder of the name intends to do business under that name. It both aids business owners in establishing their name with other businesses and gives the public contact information for legal proceedings. It's just like when you create a business, such as a corporation or limited liability company, the required organization documents must be filed with us.

Those who do business with an unregistered assumed business name may not have standing in court to pursue o​r defend legal actions. They also may find it difficult to do business, for example, getting licenses, opening bank accounts and entering into contracts.​​​

​An assumed business name is also commonly known as a ​DBA, or “doing business as.”​​​

​The business name must be available for registration purposes, meaning that no other business with exactly the same name has an active, or up-to-date, registration with us. There can be businesses of record with the same name which are no longer active. There can be businesses in other states or countries that do business under that name. There can even be businesses in Oregon operating under that name, but have not yet registered.

In short, our records don't include every business that is using a given name. If the name is not already taken by an active registration, it’s available for you to register in the public record.​​​

​​The law requires the Secretary of State to accept names that are "di​stinguishable upon the record." A business name is distinguishable if it doesn't copy a name already on record. A word or even a letter's difference in a name can be enough to tell it apart from another name.

Note: Assumed business names are filed by county. The database can contain identical names which are associated with different counties.

For further detail see Oregon Administrative Rules Chapter 160​.​

​​If the name of your business includes the "real and true" name of each owner, then you don't have to use or register an assumed business name. 

A real and true name refers to your last name combined with your given name or initials. For example, if your name is Tom G. Sorenson, and you conduct business under the name Tom G. Sorenson Construction, you would not be required to register an assumed business name. For corporations, limited liability companies and other busi​ness entities, the business name registered with the Corporation Division is the real and true name of the business - no additional name registration is required. An assumed business name is only required for entities like corporations and LLCs if they are conducting business under a name other than the registered name for the entity.​​​​

​Registering your business name with the Corporation Division is not the same as getting a license. Contact the city or county you’re doing business in to get a​ license or consult the Business Xpress License Directory​.
​​The state of Oregon does ​not assign resale numbers for wholesale purchase. Use your business registry number to buy wholesale.​​

Create and print a resale certificate​ from the Department of Revenue.

​Registering your name doesn’t give you the right to use it.

The law requires business owners to register a public record of assumed business names and entities such as corporations. However, the authority to use the name comes only through asserting those rights through use and legal action. 

Registering your name doesn’t imply you can legally use it. For example, you might be able to register “Starbucks Coffee and Tea” with us, but the real Starbucks could still sue you. Also, someone may register a business name like yours but not exactly the same. That doesn’t suggest they have a right to use the name. It just means they’ve told the public they want to do business using that name.

Your right to your business name is established mainly by using the name in business and is enforced by legal action - not by the Corporation Division. This may mean you’ll need to sue in court to stop the offender.

If you find yourself in this situation, it is important to get an attorney's advice. Consider what the loss of business and reputation will cost if you don’t get professional advice. A visit or two to a lawyer will cost far less than the time and expense of straightening out mix-ups with the other businesses.

To find a business attorney, consult the Oregon Bar Association’s free referral service at 800-452-7636 or ask other business owners whom they recommend.​​​​​​

​A business name may not contain a word or phrase that implies banking or related financial activity without written authorization from the Division of Finance and Corporate Securities.

Request more information from the Division of Financial Regulation​.

​Name reservations and name registrations are filings meant to hold a name for a short period of time to allow for preparing to register your business. Having a name reservation or registration does not allow you to do business in Oregon.​

​​​​​​​Articles of Incorporation

​​​Articles of incorporation, sometimes called the certificate of incorporation, or charter, declares the desire of an individual or group to become a corporation. It spells out the ​minimum information about the corporation that is required by the laws of the state. It may also contain information about the corporation that needs to be made public record, items like restriction on the transfer of corporate stock.​​

​An assumed name, sometimes called a fictitious name, is a feature of some state corporation laws that allows a corporation to operate under more than one name. 

This option serves the small business person who sells different products but doesn't wish to have several corporations. Many people initially name the corporation their last name like Jones, Inc. They might then add company names that are more descriptive of separate product lines, like Quantum Computers, Inc., and Standard Computer Software Corporation. All of these names are simply aliases for the same corporation with a single set of books and the same shareholders.

​State law specifies that shares of stock in the corporation will be issued under the direction of the board of directors. However, because the corporation is set up to benefit the shareholders, the shareholders set, or limit, the number of shares the directors are allowed to issue. In other words, the directors are not allowed to issue shares without authorization from the shareholders, so the number of authorized shares is equal to the number of total shares.​

​The board of directors control the issuance of stock. Authorized shares refers to the total number of shares of stock that the board of directors is authorized to issue to shareholders. 

The board may issue all the shares now, or issue some now and some later. Authorized shares become issued shares when issued, or distributed, to a stockholder. Shares that are not issued are usually called authorized but unissued shares. Unissued shares belong to the corporation and are not considered for shareholders' ownership percentages.​

The board of directors is the body of people specified by state law to direct and oversee the business affairs of the corporation, and is usually headed by a chairperson. The board usually meets infrequently and hires officers to manage the day-to-day business operations. However, because directors of the corporation have certain immunities from lawsuits against the corporation, all important business decisions like entering long-term contracts should be approved by the corporation's board of directors. It is important to remember to have a corporation's directors approve all major corporate actions.

​Just as a city or state government has laws for citizens, the corporation has rules for its shareholders, officers and directors. These rules are called bylaws. They specify things like the number of votes required to pass a matter put before the corporation, and the requirements to be met before a shareholder can sell stock.​​

​​The IRS, not the state, classifies corporations according to how they want to be taxed. There are two types of corporations according to the IRS, either "C" corporations, named after Subchapter C of the tax code, or "S" corporations, named after Subchapter S of the tax code. C corporations have their own tax identification number and pay their own taxes. 

S corporations, sometimes called small business corporations, are taxed as if they were not a corporation. Taxed like a partnership, an S corporation passes through its income or losses to the shareholder's personal tax return and is not liable for Federal income taxes itself. The shareholders of an S corporation pay personal income taxes based on the income of the S corporation, whether or not the shareholder received any of the income. S corporation shareholders can take any losses the corporation may have.

For information about how to handle taxation, see your CPA.​​​

​​​Capitalization has a specialized meaning in corporate accounting. With a new corporation, the term generally refers to the amount of money a corporation has in its "kitty" when operations begin. 

Some states have minimum capitalization requirements to ensure corporations have a minimum of assets before starting operations. Because shareholders are somewhat insulated from lawsuits against a corporation, these assets provide a means to pay any potential lawsuit winners. 

Some states issue the certificate of incorporation to confirm that yours is a valid corporation, one which has met state incorporation requirements. In some states certificate of incorporation means articles of incorporation, the document filed to incorporate your business.​

​The terms charter, certificate of incorporation and articles of incorporation are used interchangeably.​

​​Directors are people who oversee the affairs of the corporation. Directors are picked by the shareholders and subject to removal by them. In a small corporation, the directors are usually the shareholders who put on their director's hat when the need arises.​​​

​​A dividend is a special payment, usually paid at the end of each quarter, based on the profits made by the corporation during that quarter. 

Dividends are usually paid in cash or additional stock to the shareholders. This is a shareholder's reward for investing in the corporation. It is much the same as interest on a loan, except the dividend is based on the income of the corporation and may not be a regular payment. In addition, the corporation can't deduct dividends like it would loan interest. Some owners pay themselves only a small salary to minimize FICA withholding and pay themselves a quarterly dividend instead.​​

​​The incorporator is the person who files the articles of incorporation. The incorporator's duties and title end after incorporating. The incorporator must be old enough to legally enter into contracts. When lawyers incorporate a business on the client's behalf, they usually act as the incorporator, allowing them to sign the required paperwork.​

​Issued shares are easily confused with authorized shares. 

Authorized shares: the maximum number of shares the board of directors is allowed to issue. 

Issued shares: the number of shares actually given out to shareholders. Only issued shares are counted for ownership purposes.​

​A corporation cannot be a corporation without at least one share of stock. In other words, you must have at least one shareholder and one share of stock. You can have (authorize) as many shares of stock as you want. However, doing so may increase your filing fees.​

​​Par value is an accounting unit of measure used to keep track of the amounts given to the corporation when stock is issued. 

Par value means much the same as purchase price. If the stock has a $1000 par value, then the person wishing to purchase the stock must give something with at least a $1000 value for the stock. Amounts given for the stock in excess of par value are called "paid in capital in excess of par value" - also an accounting term. Par value is only meaningful when the stock is bought directly from the corporation. It is not considered when stock is bought on the open market. When you buy stock on the market, you pay what the stock is actually worth, the market price.​​​

Par value refers to the price set for shares when purchased from the corporation, and no par value stock refers to stock for which no fixed price is set. This is usually the case in small corporations where the owners issue themselves a number of shares and simply infuse money in the corporation when needed. Corporations issue no par stock for flexibility. If the corporation's stock has no par value, then there is no set price for the stock. In this case, the directors can raise the price of the stock when the corporation becomes more valuable. In other words, with no par value stock, the directors decide how much must be paid for the stock each time it is issued to a shareholder.​

​No, stock need not have a fixed value. Generally, in a small business corporation the stock is called "no par value stock" which means there is no set amount of payment required to purchase the stock of the corporation. Each time stock is issued, the directors decide the value of the shares.​​​​

​​Officers are usually employees of the corporation who manage the business on a daily basis. They are responsible for duties outlined by the corporate bylaws. 

In a small corporation, officers are usually also the directors and shareholders. Owners of small corporations do a lot of role playing, because small corporations don't fit the corporate mold envisioned by the laws of many states. The president is usually the chairperson of the board as well.​

​Although a corporation is a separate legal entity, it cannot physically receive documents. It needs a real person, a registered agent, to receive them on its behalf. 

The registered agent and address are registered with the state in which the corporation does business. This person is authorized to send and receive legal documents for corporation and to forward documents to the corporation at its principal office address. 

Corporations that operate in different states, but don't maintain offices in these states, use agent service companies to act as registered agent. The terms registered agent, resident agent and statutory agent all have the same meaning.​

Read more about Registered Agents and Service of Process​.

​The annual meeting is a meeting held once a year to review the results of corporate operations with the shareholders. In large corporations, shareholders generally do not participate in daily business operations. Most states require corporations to hold annual meetings to keep shareholders informed about their investment.

Annual meetings are also held to re-appoint the officers and directors of the corporation. 

Although holding an annual meeting may sound complicated, the requirement of holding an annual meeting is usually satisfied by using a standard pre-written form called Minutes of Annual Shareholders Meeting or Annual Shareholder Meeting Minutes. You can find free templates online.​

​​The terms stockholders and shareholders are used interchangeably, and refer to the people for whom the corporation was organized. In large corporations, shareholders are investors who put money into the business in return for future dividends. In a small corporation, they are the people who start and run the corporation​.​​​​​

Business Information Center​

​Visit our online Forms Page to download and print a form or to file online.

​​Go to Ordering Copies of Documents for complete instructions to order a copy of your filing. To review and print a free copy of your online filing, go to Business Name Search. ​​

Go to Ordering Copies of Documents for complete instructions to order a Certificate of Existence.​​

​Do you expect to profit from your activities in Oregon? If you do, you are probably doing business in Oregon.

A taxpayer having one or more of the following in Oregon is clearly doing business in this state:

  • A stock of goods.
  • An office.
  • A place of business (other than an office) where affairs of the corporation are regularly conducted.
  • Employees or representatives providing services to customers as the primary business activity (such as accounting or personal services), or services related 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.

​Corporations, Limited Liability Companies and other formal business entities must register with the Secretary of State. Sole Proprietors and General Partner businesses are not required to register if they disclose the names of the owners in the business name.  Any business can choose to register an Assumed Business Name. ​ ​​​

​​Many occupations require special licenses, permits, or certifications from state agencies or boards. Please check the State of Oregon’s online License Directory​ to determine if you must also register your business with a state agency or board and if there are any requirements regarding the name of your business.​

​If you have more than one business name registered, each name must be renewed separately and cannot be combined. Renew online.

​​Go to Business Name Search, enter the business registry number or name, and scroll down to summary history to check what it says under Annual Report Payment or Renewal Payment.​​

​Go to Reinstate a Business for information and links to reinstate your corporation, LLC, or limited partnership. Assumed business names can now be reactivated. You can request the form at Renew Online or call our office at 503-986-2200.​​

Select your business type from the Business Registration Forms​ page. Click through to the page about your particular business and find the "Information Change" form and either mail or fax the completed document to our office. The information is located at the top of the form.
If you have an assumed business name, complete the amendment form.

​Amendments are not available for filing online at this time. Go to the Forms Page to download and print a form.

​​Yes. A foreign corporation or limited liability company can be filed online at Register Online.