Business Types

There are many factors to consider when choosing the best structure of business ownership. Your choice impacts multiple aspects of your business, including taxes, liability, ownership succession, and others. Consult legal counsel and an accountant before deciding the type of business entity to form. See “How to Choose a Business Structure” in the

Oregon Business Guide.

	Sole Proprietor	General Partnership	Limited Liability Company	Business Corporation	Nonprofit Corporation
Registration Required¹	Not required, except for Assumed Business Name	Not required, except for Assumed Business Name	Yes, File Articles of Organization & annual reports	Yes, File Articles of Incorporation & annual reports	Yes, File Articles of Incorporation & annual reports
Governing Document²	A business plan is recommended	Partnership agreement	Operating agreement	Bylaws	Bylaws
Ownership	One owner	Two or more partners (owners)	One or more members (owners)	One or more shareholders (owners)	No owners. Assets must be given to another nonprofit upon dissolution
Liability³	Unlimited personal liability for debts of the business and yourself	Unlimited personal liability for debts of the business including your partners actions	Members (owners) have limited liability for debts of the LLC	Shareholder liability limited to loss of their paid-in investment	Operators are not personally liable for debts of the business
Management Control⁴	Owner makes decisions	Partner control and decision making responsibility set out in partnership agreement	Member managed, or owners may appoint a manager per the Articles of Organization	Shareholders elect directors to oversee policies and appoint officers	May have members who may elect directors; Must have directors to oversee policies and appoint officers
Taxation⁵	Owner reports and pays taxes on personal tax return	Each partner reports and pays share of taxes, on personal tax returns	Choose to be taxed as a partnership or a corporation for income. Single member LLCs may report and pay taxes on personal income tax return.	Corporation pays taxes on income; shareholders pay taxes on dividends	Nonprofit pays taxes on income, unless tax exempt
¹ Assumed business name registration required when owner’s "real and true" name is not part of the business name (Note: corporation and limited liability company name is the “real and true” name). ² Governing documents are internal to the business, they are not filed with the Corporation Division. ³ Limited liability protection may be forfeited by the courts in cases of fraud or misconduct. ⁴ Charities (public benefit nonprofit corporations) must have at least three directors. ⁵ Additional business, payroll and property taxes may also apply

Assumed Business Name︿

Any time a person or persons carries on, conducts or transacts business in the state of Oregon and does not conspicuously disclose their real and true name in the title of the business, they must file an assumed business name.

Oregon Business Corporation︿

A corporation is a legal entity created under Oregon law by filing articles of incorporation with the Oregon Corporation Division. A corporation acts as a single entity. It exists separately from its owners. As a separate entity, the corporation must file its own tax returns. It can own property, sue and be sued.

Oregon Limited Liability Company︿

A limited liability company is an unincorporated association having one or more members. It can be managed by members or managers. Managers can be members, though they are not required to be members.

Oregon Nonprofit Corporation︿

A non-profit corporation is formed for any lawful purpose but not for financial profit.

Foreign Business Corporation︿

A foreign corporation is a legal entity created in a jurisdiction other than Oregon. This can be another state or country. In order for a foreign corporation to transact business in Oregon, it must obtain authority from the Oregon Corporation Division by submitting an application form, fee and an original certificate of existence (or similar document) or the registration number from the jurisdiction where their articles of incorporation are filed.

Foreign Limited Liability Company︿

A foreign limited liability company is a legal entity created in a jurisdiction other than Oregon. This can be another state or country. In order for a foreign limited liability company to transact business in Oregon, it must obtain authority from the Oregon Corporation Division by submitting an application form, fee and an original certificate of existence (or similar document) or the registration number from the jurisdiction where their articles of incorporation are filed.

Entity Types Not Eligible to Register Online

Limited Partnerships︿

A Limited partnership is a partnership formed by two or more persons and has one or more general partners and one or more limited partners. The general partners control the business and are liable for debts and obligations of the partnership. A limited partner is similar to a shareholder in a corporation because that person's liability generally is limited to the amount of contribution to the partnership.

Professional Corporations︿

A professional corporation is a for-profit corporation formed for the purpose of providing one or more specific types of professional service and all the shareholders of the corporation must be licensed to render one of the professional services.

Foreign Entities Other Than Business Corporations︿

Foreign entities are entities that were filed in jurisdictions other than Oregon. This can be another state or country. In order for a foreign entity to transact business in Oregon, it must obtain authority from Business Registry by submitting an application form, fee and an original certificate of existence (or similar document) or the registration number from the jurisdiction of filing.

General Partnerships︿

A general partnership is an association of two or more persons doing business. All partners are personally liable for the obligations of the partnership. An assumed business name may be required if the business name does not contain the legal name of each of the owners.

Sole Proprietorships︿

A sole proprietorship is the simplest form of business where one individual conducts the business and is personally liable for all the obligations of the business. An assumed business name may be required if the business name does not contain the legal name of each of the owners.