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LeapLaw's 50 State Blawg  > Oregon
Sponsored by:
Charles Baclet and Associates, Inc.
Charles Baclet and Associates, Inc.
2030 Main Street
Suite 1030
Irvine, CA 92614
www.cbaclet.com
Phone: (949) 955-9585
Toll Free: (800) 562-6439
Fax: (949) 955-9590



Cl@S Information Services
Cl@S Information Services
2020 Hurley Way
Suite 350
Sacramento, CA 95825
www.clasinfo.com
Phone: (916) 564-7800
Toll Free: (800) 447-6237
Fax: (916) 564-7900



Unisearch, Inc.
Unisearch, Inc.
3533 Fairview Industrial Drive SE
Salem, OR 97302-1155
www.unisearch.com
Phone: (503) 399-9500
Toll Free: (800) 554-3113
Fax: (800) 554-3114




Search posts for:

Basics Box: Oregon
Secretary of State
Status Search and Name Availability
Forms
  • Fax File:
  • UCC: Yes
    Corporate: Yes (2-3 days to process)
  • E File:
  • UCC: No
    Corporate: No
  • Expedited Services:
  • UCC: No
    Corporate: No
  • Name Reservations:
  • Yes (120 days)
  • Preclearance:
  • No
    Apostilles and Authentications (Oregon)
    Contact Information (Oregon)
    Domestic Corporate Dissolution Summary (Oregon)
    Domestic Corporation Summary (Oregon)
    Foreign Qualification Summary (Oregon)
    LLC Formation Summary (Oregon)
    UCC Filing (Oregon)

    Apostilles and Authentications (Oregon)
    It normally takes two (2) to three (3) days to process a request for an authentication or apostille by mail or if delivered in person, apostilles will be done "while you wait" in about 20 minutes.

    Fee: $10.00

    Information Required:

  • Country where the document will be sent.
  • Your contact information

    You may contact the Oregon Secretary of State directly to obtain an apostille below:

    Corporation Division
    Notary Public section
    255 Capitol St. NE Suite 151
    Salem, OR 97310

    Phone: (503) 986-2593
    E-mail: oregon.notary@state.or.us

    More Information

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  • Contact Information (Oregon)
    Corporation Division
    255 Capitol St NE, Rm 151
    Salem, OR 97310

    Fax - (503) 378-4381

    Phone - (503) 986-2200

    Email: BusinessRegistry.sos@state.or.us

    Office Service Hours:
    8:00 a.m. to 5:00 p.m., Monday through Friday, except on state holidays.

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    Domestic Corporate Dissolution Summary (Oregon)
    Pursuant to Oregon Business Corporation Act (Or. Rev. Stat. § 60.621 et seq.), to successfully dissolve a Oregon corporation upon the filing of Articles of Dissolution.

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporators.

    After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting.

    Tax Clearance: No tax clearance is required.

    Execution and Filing: The articles of dissolution are signed by a corporate officer. Submit one copy to the Oregon Secretary of State. Faxed copies are accepted.

    Filing fee is $50.00 payable to Corporations Division.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Corporation Summary (Oregon)
    Pursuant to Oregon Business Corporation Act (Or. Rev. Stat. § 60.001 et seq.), a corporation incorporating in Oregon files Articles of Incorporation with the Oregon Secretary of State (OR SOS).

    Online filing is available.


    Corporate Name: The corporate name must contain "corporation" "company" "incorporated" "limited" or abbreviation thereof

    Maximum Stock for Minimum Filing Fee: None.

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: There is no minimum amount of paid in capital required to commence business .

    Purpose: No specific business purpose is required.

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting: Denied unless specifically granted.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Oregon.

    Filing: Submit one executed original of the articles of incorporation to the OR SOS. Faxed copy acceptable. Online filing is available.


    Filing Fee: $50.00, plus $5.00 for a confirmation copy payable to Corporations Division.

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (Oregon)
    Pursuant to the Oregon Business Corporation Act (Or. Rev. Stat. 60-701 et seq.), a foreign corporation may not transact business in Oregon until it files an Application for Certificate of Authority with the Oregon Secretary of State (OR SOS).

    Online filing is available.

    Name of Corporation: Name must contain "corporation" "company" "incorporated" "limited" or abbreviation thereof.

    Certificate of Existence: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 60 days earlier, must be attached to the Application for Certificate of Authority.

    Filing and Execution:The filing is signed by an officer of the company. Original executed copy is filed with the OR SOS. Online filing is available.


    Filing Fee: $50.00 plus $5.00 for confirmation copy.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC Formation Summary (Oregon)
    Pursuant to the Oregon Limited Liability Company Act (Or. Rev. Stat. § 63 et seq.), a limited liability company forming in Oregon files Articles of Organization with the Oregon Secretary of State (OR SOS).

    Online filing is available.

    LLC Name: The LLC name must contain "limited liability company" "limited company" "L.L.C.", "L.C.", "LLC" or "LC" "limited" may be "Ltd.," and "company"may be "Co."

    No. of Members: The LLC may have 1 member.

    Execution and Filing: Signed by "organizer(s)". Original is filed with the OR SOS. Document must be legible and is recommended to be prepared in black ink. Online filing is available.

    Filing Fee: $50.00 plus $5.00 for confirmation copy, payable to Corporations Division.

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • UCC Filing (Oregon)
    UCC Financing Statements are filed in Oregon with the Oregon Secretary of State OR SOS. Fixture filings will be filed at the county level where the mortgage is registered.

    Filing: UCC financing statements may be filed online.

    UCC Forms

    Fees

    Filing UCCs: UCCs may be filed via Fax to (503) 373-1166. A separate cover sheet should be provided with you Visa/MasterCard number and expiration date.

    Fax filings: Fax no. 503-373-1166. UCCs are filed as of the date and time that the UCC record is first examined by a filing officer for processing (even though the UCC record may not yet have been accepted for filing and may be subsequently rejected).

    Although filings receive the date that the filing was received, it may take up to 3 days to process. You should search online and print your filing when it appears.


    UCC Filings, Generally


    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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