Oregon corporations

Oregon corporations

Oregon Corporations are made every day by a multitude of reasons including taxes, liability, ownership of securities, and personal preferences. Corporation may be formed in all 50 United States and internationally. There are also various types of corporations, and each has very specific reasons for use.

Liability and taxes are big factors in deciding whether or not constituting a corporation. Other important aspects are how the company should be funded and whether there were plans to take the company public.

A corporation is a legal entity with legal capacity similar to a person. For this reason, the shares of a corporation is considered as made by the corporation, not by an individual. This simple legal distinction is what keeps the responsibility to society and not to the person who is acting for society. This liability protection is one of the biggest reasons why companies are formed.

Taxes are another big consideration that a company is more like a corporation than as an individually owned business. A privately owned company that operates as an individual or partnership is considered the same as if the person is doing the business of the company. This presents direct tax requirements and obligations. The same actions done by a company are taxed through the company and are not directly the actions of the person who owns the company. This is true in a typical company, but there are exceptions to this basic rule as an LLC or similar.

Another reason why a corporation can be formed is if the owner wishes to take advantage of the retirement benefits that a company can offer its employees and the use of boats and cars. A person in a high tax group can benefit in some corporate environments more than it could as an individual owner.

Corporation Structure

  • Any individual or individuals can form a partnership. A corporation can form another corporation.
  • Name: The corporation name must contain the word Corporation, Company, Incorporated, Limited or any abbreviation. Is prohibited that the corporation name contains Cooperative and It have to be different than any corporation already constituted.
  • Director: Corporations must have minimum number of one or more directors. Any natural person or business entity. The director duties will be signing and filing articles of incorporation with the Secretary of State. Oregon does not have a provision specifying where directors must reside.
  • Registered agent: All the Oregon corporation must have a registered agent including the name and address with a physical address (no P.O. Boxes allowed)in Oregon the person or office designated to receive official state correspondence and notice if the corporation is served with a lawsuit.
  • Registered office: In the State of Oregon is required that every corporation maintain a registered office in the state, which may be any of its places of business.
  • Annual Report: A report must be filed with the Oregon Secretary of State each year on the anniversary.

Including:

  1. The corporation's name and its state or country of incorporation;
  2. The street address of its registered office and the name of its registered agent at that office;
  3. The address of its principal executive office, if different;
  4. The names and addresses of the president and secretary of the corporation;
  5. The category of the classification code established by rule of the Secretary of State most closely designating the primary business activity of the corporation;
  6. The federal employer identification number of the corporation; and
  7. Additional identifying information that the Secretary of State may require by rule.

    8. Corporate records:

    All the Oregon Corporations are required to keep the following items with their corporate records at its principal office:

    • The Articles of Incorporation and any amendments
    • Bylaws or restated bylaws and any amendments
    • Permanent records of minutes of director and shareholder meetings
    • Permanent records of actions taken by the shareholders or directors without a meeting, or by a committee of the board of directors in place of the board of directors on behalf of the corporation
    • Resolutions by the board of directors creating one or more classes or series of shares and fixing their relative rights, preferences and limitations
    • An alphabetical record of shareholders including their names and addresses and listing the number and class of shares held
    • Written communications to shareholders for the past three years
    • A list of names and business addresses of current directors and officers
    • Most recent annual report

    S Corporations

    S Corporation is formed and choose to have their benefits to pass to their owners and not subject to tax itself S. Corp This type of company is popular with medical clinics with doctors owners. The reason for this type of property is again the legal liability protection provided to homeowners. Another reason is the appropriate retirement benefits that may not be available to a private person to do business. These pension benefits are also available for most other types of corporations.

    There are several other requirements for S corporations, which must be followed, so they can be formed. An example would be the number of homeowners in the S. Corp Must be less than 100 shareholders.

    Shareholders have to be real people, not companies or associations. These shareholders also must be U.S. citizens or residents.

    Unlike an LLC, a shareholder of an S Corp, has a proportional share based on financial interest in the company. Any gains or losses are then passed on the basis of proportionate interest.

    S corporations do not pay tax at the business level. They file an informational tax return but business income/loss is reported on the owners’ personal tax returns, and any tax due is paid at the individual level.

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