How to Start a C-Corp in Oregon: A Step-by-Step Guide (2026)

How to Start a C-Corp in Oregon (Quick Answer)

To start a C-corp in Oregon, file Articles of Incorporation with the Oregon Secretary of State, Corporation Division, name a registered agent, and pay the $100 filing fee. You can file online or by mail. Once the state accepts it, your corporation legally exists.

After that, you adopt bylaws, appoint directors and officers, issue stock, and get an EIN from the IRS. Oregon has no sales tax, but it does run a corporate excise tax, with a $150 minimum you owe even in a year with no profit.

First-year cost: $100 to file, plus a registered-agent service if you use one, commonly $50 to $150 a year. Your first annual report is not due until your formation anniversary the following year.

Oregon is a reasonable place to incorporate, with a modest filing fee, online filing, and no state sales tax to register for or collect. The catch is on the income side, where the corporate excise tax applies.

The one thing to watch is that tax's minimum. Even in a year where the corporation loses money, an Oregon C-corp still owes at least $150 in corporate minimum tax. With the $100 annual report, that is your baseline yearly cost of good standing.

TL;DR

• No sales tax and online filing, but watch the corporate minimum tax: you owe at least $150 a year even at a loss, on top of the $100 annual report.
• Step 1, name: pick a unique name with a corporate designator (Inc., Incorporated, Corporation, or Corp.) and check it with the Secretary of State.
• Step 2, registered agent: name one with a physical Oregon street address.
• Step 3, Articles of Incorporation: file online or by mail with the Secretary of State for $100.
• Step 4, bylaws: adopt internal bylaws and keep them with your records.
• Step 5, directors and officers: appoint the board and officers and hold an organizational meeting.
• Step 6, issue stock: authorize and issue shares, keep a stock ledger, and file the 83(b) election within 30 days if your shares vest.
• Step 7, EIN: get a free EIN from the IRS, by Form SS-4 if you have no SSN or ITIN.
• Foreign owner (25% or more): file Form 5472 with Form 1120 every year, or risk a $25,000 penalty.
• Ongoing: a $100 annual report on your formation anniversary, plus the corporate excise tax (6.6% to 7.6%) with a $150 minimum.

Why Form a C-Corp in Oregon?

Oregon pairs no state sales tax with straightforward online filing and a solid Portland-area startup base, which suits founders who will operate in the state.

• No state sales tax, so there is nothing to register for, track by product, or collect from customers.
• A modest $100 filing fee and a $100 annual report, both filed online.
• A single, predictable corporate excise rate for most companies: 6.6% up to $1 million of Oregon taxable income.

If you plan to raise venture capital, investors will most likely want a Delaware C-corp. If you will run the business in Oregon and not raise venture money, forming in Oregon avoids registering and paying in two states.

Step 1: Choose and Reserve Your Corporate Name

• Include a corporate designator such as "Inc.", "Incorporated", "Corporation", or "Corp."
• Search the Secretary of State's business database to confirm the name is available and different from existing entities.
• Oregon lets you reserve a name for 120 days for a $100 fee if you are not ready to file; the reservation does not renew.

Step 2: Appoint an Oregon Registered Agent

Every Oregon corporation must name a registered agent with a physical Oregon street address, available during business hours to receive legal and state documents.

• The agent can be a person or a company, but needs a real Oregon address, not a PO box.
• The address is public record, so many owners use a commercial service.
• A commercial agent commonly costs $50 to $150 a year.

Step 3: File Your Articles of Incorporation

The Articles of Incorporation is the filing that legally creates your corporation. In Oregon you file it with the Secretary of State, Corporation Division, online or by mail.

• It lists the corporate name, registered agent, principal office, and the number of shares the corporation is authorized to issue.
• The fee is $100.
• Once the state accepts it, your corporation exists and its compliance calendar begins.

Step 4: Adopt Corporate Bylaws

Bylaws are the internal rulebook for how the corporation is run. They are not filed with the state, but a corporation is expected to have them, and banks and investors often ask to see them.

• They set out how directors and officers are elected, how meetings and votes work, and how shares are handled.
• They stay with your records, not with the Secretary of State.
• Skipping them weakens the separation between you and the corporation that liability protection depends on.

Step 5: Appoint Directors and Hold the Organizational Meeting

A corporation is run by a board of directors, who appoint the officers that handle day-to-day work. Right after formation, the incorporator or initial directors hold an organizational meeting, or sign a written consent in place of one.

• Appoint the initial board and elect officers (usually at least a president, secretary, and treasurer; one person can hold several roles).
• Adopt the bylaws and authorize the issuance of stock.
• Keep signed minutes or the written consent with your records.

Step 6: Authorize and Issue Stock

Issuing stock is how founders get their ownership, and it is easy to rush. The board authorizes shares, then the corporation issues them to the founders and any early shareholders.

• Issue shares to each founder and record what they paid (cash, property, or services).
• Keep a stock ledger, a running record of who owns how many shares.
• Deliver stock certificates or record the issuance electronically, per your bylaws.

The 83(b) election, and its 30-day deadline: if your founder shares vest over time, you generally have 30 days from the grant date to file an 83(b) election with the IRS.

It lets you be taxed on the small value at grant instead of the higher value as the stock vests. The 30-day window cannot be extended.

Step 7: Get an EIN, Even Without an SSN

An EIN is your corporation's federal tax ID, needed to file taxes, run payroll, and open a bank account. It is free from the IRS.

• With an SSN or ITIN, apply online and get the EIN in minutes.
• Without an SSN or ITIN, apply on Form SS-4 by phone, fax, or mail.
• The EIN is always free; you never pay the IRS for one.

Open a US Business Bank Account

Once you have the EIN, open a dedicated business bank account before money moves through the corporation.

• Keeping corporate and personal funds separate protects the liability shield; mixing them is a common reason courts pierce it.
• Banks usually ask for the filed Articles of Incorporation, the EIN letter, and often the bylaws or a board resolution.
• A separate account also makes bookkeeping and the corporate tax return simpler.

If Your Oregon C-Corp Is Foreign-Owned

An Oregon C-corp that is 25% or more owned by a non-US person has an extra federal filing that many international founders miss.

• The corporation files Form 5472 with its annual Form 1120 to report transactions with the foreign owner, such as money put in or paid out for services.
• It is required every year there are reportable transactions, even with little or no profit.
• The penalty is steep: a missed or late Form 5472 starts at $25,000 per form, per year.

Handle Oregon's Ongoing Compliance

Oregon keeps the state paperwork light, but the tax side needs attention. Two things matter: the annual report and the corporate excise tax.

The $100 Annual Report

• Every Oregon corporation files an annual report with the Secretary of State for $100.
• It is due each year on the anniversary of your formation date, and the state mails a reminder before it is due.
• Miss it and, after a roughly 45-day grace window at the normal fee, the corporation is marked inactive, which is Oregon's term for administrative dissolution, and it can lose its name to another filer.

Oregon Corporate Excise Tax (6.6% to 7.6%)

• Oregon charges a corporate excise tax of 6.6% on Oregon taxable income up to $1 million, and 7.6% on the amount above $1 million.
• Every C-corp doing business here owes a minimum tax of at least $150, based on Oregon sales, even at a loss, and pays the greater of the minimum or the calculated tax.
• It is filed on Form OR-20 with the Oregon Department of Revenue, separate from the federal Form 1120. The state also runs a Corporate Activity Tax of 0.57% on commercial activity above $1 million.

How Much Does It Cost to Start a C-Corp in Oregon?

How Long Does It Take to Start a C-Corp in Oregon?

• Online filings are usually processed within one to two business days; mailed filings take several weeks plus transit time.
• The EIN follows: minutes online with an SSN or ITIN, or same day to several weeks by Form SS-4 without one.
• Bylaws, the organizational meeting, and issuing stock happen right after the state approves the filing.

Common Mistakes to Avoid

• Forgetting the corporate minimum tax, and assuming a loss year means no state tax; an Oregon C-corp still owes at least $150.
• Missing the annual report, which after a short grace window turns the corporation inactive and can cost you the name.
• Missing the 30-day 83(b) deadline on vesting founder stock.
• Overlooking Form 5472 if the corporation is 25% or more foreign-owned.
• Using a PO box for the registered agent, which Oregon does not accept.

How FinStackk Helps

FinStackk is an accounting and tax compliance platform for U.S. businesses, taking you from incorporation through ongoing accounting, tax, and compliance in one place.

We handle Oregon C-corp formation, from the Articles of Incorporation through the EIN, through Fin-Start, including the Oregon registered agent.

Once the corporation exists, Fin-Tax keeps the federal Form 1120 deadline, estimated taxes, and the Oregon corporate excise tax and its $150 minimum on a proactive calendar. Complyy tracks the $100 annual report and your registered-agent renewal. Book a free demo to see them in action.

FAQ

How much does it cost to start a C-corp in Oregon?

It costs $100 to file the Articles of Incorporation with the Oregon Secretary of State, online or by mail. Add a registered-agent service (about $50 to $150 a year) if you use one. Going forward, the main recurring items are the $100 annual report and the corporate excise tax, which carries a $150 minimum even in a loss year.

When is the Oregon annual report due?

The annual report costs $100 and is due each year on the anniversary of your formation date, and the Secretary of State sends a reminder beforehand. If you miss it, a roughly 45-day grace window applies at the normal fee before the corporation is marked inactive, Oregon's term for administrative dissolution, after which it can lose its name to another filer.

Does an Oregon C-corp pay state income tax?

Yes. Oregon has no sales tax, but it charges a corporate excise tax of 6.6% on Oregon taxable income up to $1 million and 7.6% above that, filed on Form OR-20 with the Oregon Department of Revenue. Every C-corp doing business here owes a minimum tax of at least $150, even with no profit. That is in addition to the 21% federal corporate tax on Form 1120.

Is it better to form a C-corp or an LLC in Oregon?

An LLC is simpler and taxed once, which suits many small businesses, and Oregon's filing fees are the same $100 for both. A C-corp makes sense if you plan to raise venture capital, keep earnings in the business, or want multiple classes of stock. A C-corp is taxed twice, once at the corporate level and again on dividends.

Should I form my C-corp in Oregon or Delaware?

If you plan to raise venture capital, Delaware is what investors expect. If you will operate in Oregon and not raise venture money, forming in Oregon is simpler and avoids registering and paying in two states, since a Delaware corporation doing business in Oregon still has to register and pay here. Choose based on where you operate and whether you will raise money.

Can a non-US resident start an Oregon C-corp?

Yes. Oregon sets no citizenship or residency requirement to own a corporation. You will need an Oregon registered agent with a physical in-state address and an EIN, which you apply for on Form SS-4 by phone, fax, or mail without an SSN. If a non-US person owns 25% or more, the corporation also files Form 5472 with its Form 1120 every year, with a $25,000 minimum penalty for missing it.