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 | 1. Minimum Number of Incorporators - One or more. 2. Eligibility Requirements - None. 3. Duties - Delivering articles of incorporation to the Secretary of State for filing. 4. Listing Requirements - The name and address of each incorporator. 5. Corporate Purpose: Oregon allows a corporation to be formed for any lawful purpose(s). 6. Minimum Number of Directors - One or more. 7. Eligibility Requirements - The articles of incorporation or bylaws may list director qualifications. A director does not need to be a resident of this state or a shareholder of the corporation unless stated in the articles of incorporation or bylaws. 8. Listing Requirements - When incorporating in Oregon, directors are not required to be listed in the Articles. Either the articles or the bylaws may specify the number of directors. 9. Officers are not required to be listed in the articles of incorporation. 10. The articles must list the number of shares the corporation is authorized to issue, including certain information on classes and the par value of each share.
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- DEAR VISITORS, If you want to become familiar with the description and the contents of Oregon company formation packages, offered by our company and to find above, what kind of service is included in this or that Oregon incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We are not able to guarantee that any such filing will be acceptable to Secretary of State, nor are there any contractual obligation upon us to do so. If Secretary of State rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Secretary of State does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.coddan.co.uk) are in Great British pounds. Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
Starting a Successful Business Requires a Great Deal of Preparation. Business Organization and Registration: You may operate a business by yourself (sole proprietorship), with another person (general partnership), or as a separate legal entity (corporation, limited liability company, limited liability partnership, or limited partnership). Each type of business structure has advantages and disadvantages. If you have questions on the form of business that is best for your particular business, a qualified tax consultant or attorney can advise you. Your local Small Business Development Center or library may also have literature or classes that will help you compare different types of business organizations. If you are a construction or landscape contractor, the Construction Contractors Board and Landscape Contractors Board can provide some information on the advantages and disadvantages of different business structures for those business activities.
Oregon Sole Proprietorship: A sole proprietorship is the simplest form of business where one individual conducts the business. The business owner is personally liable for all the obligations of the business. A sole proprietor does not have to be registered with Business Registry unless the business uses an assumed business name. If the name of the business does not include the full legal name of the business owner, the business name must be registered as an assumed business name with Business Registry. This allows the public to identify who is transacting business under that business name.
Oregon General Partnership: A general partnership is an association of two or more persons doing business. All partners are personally liable for the obligations of the partnership. A general partnership does not have to be registered with Business Registry unless it uses an assumed business name. If the name of each general partner is not conspicuously disclosed to the public, the business name must be registered with Business Registry. The registration allows the public to identify who is transacting business under that business name.
Oregon Corporation: A corporation is a legal entity created under Oregon statute by submitting articles of incorporation with Business Registry. A corporation is owned by its shareholders, in whose names the shares are registered in the records of the corporation. The articles of incorporation must state how many shares the corporation has authority to issue. A corporation acts as a single entity. It exists separately from its owners, and continues to exist even though the shareholders may change. As a separate entity, a corporation must file its tax returns. It may own property, sue, and be sued. A corporation is managed by a board of directors. Except for the initial board, the shareholders generally select the directors. The number of directors is determined by the articles of incorporation or the bylaws. The directors must elect the president and secretary and adopt bylaws. The board may elect or appoint other officers, or the bylaws may prescribe how other officers are selected. The same person can hold two or more offices. A corporation must have a registered agent in Oregon whose street address is the registered office. When a corporation is sued, the legal papers are served on the registered agent. Thus, it is necessary that the registered office have a street address. A registered agent can be an individual or a legal entity. The three common types of corporations filed in Oregon are business corporations, nonprofit corporations, and professional corporations. Business and professional corporations are for-profit corporations. A nonprofit corporation is formed for any lawful purpose except for financial profit. A professional corporation is a for-profit corporation formed for the purpose of providing one or more specific types of professional service. All the shareholders of the professional corporation must be licensed to render one of the professional services. Corporations formed under Oregon statute are "domestic" corporations. Those formed under the laws of other states, but transacting business in Oregon, are "foreign" corporations.
Oregon Domestic Corporation: To form a domestic corporation in Oregon, articles of incorporation and a non-refundable $50 processing fee must be submitted to Business Registry. Before articles of incorporation are filed, the name is checked for availability. The name must be distinguishable from other active names on Business Registry records. If the name is distinguishable and the articles conform to Oregon statute, Business Registry processes the document and returns an acknowledgment to the customer. Once the existence of the corporation is established, an organizational meeting of the board of directors is generally held to adopt bylaws and elect officers. The bylaws of the corporation may contain any provisions to regulate and manage the affairs of the corporation consistent with statutes and the articles of incorporation.
Oregon Foreign Corporation: A foreign Oregon corporation must obtain authority from Business Registry to transact business in Oregon. An application of authority, including the name and address of its Oregon registered agent and a non-refundable $50 processing fee must be submitted to Business Registry. A certificate of existence or similar document from the jurisdiction of incorporation must be submitted with the application form. The certificate or similar document must be dated within 60 days of the date of the application. Before an application of authority is filed, the name is checked for availability. The name must be distinguishable from other active names on Business Registry records. If the name is distinguishable and the application conforms to Oregon statute, Business Registry processes the document and returns an acknowledgment to the customer. Domestic and foreign business corporations are regulated by the Oregon Business Corporation Act, ORS Chapter 60.
Oregon Limited Liability Company: A limited liability company (LLC) is an unincorporated association having one or more members. The LLC can be managed by managers or members. Managers can be but are not required to be members. It must be stated in the articles of organization if the limited liability company is to be managed by managers. Managers could be compared to the board of directors, and members are like the shareholders of a corporation or limited partners of a limited partnership. In order to be a member of a limited liability company, a contribution such as cash, property, or services rendered must be made. The internal affairs of the Oregon LLC are governed by operating agreements that may be oral or written. These operating agreements are comparable to the bylaws of a corporation. The internal affairs are managed by the members, unless the articles of organization specifically state that they shall be managed by one or more managers. A limited liability company must have a registered agent in Oregon whose street address is the registered office. When a limited liability company is sued, the legal papers are served on the registered agent. Thus, it is necessary that the registered office have a street address. A registered agent can be an individual or a legal entity. Limited liability companies organized under Oregon statute are "domestic" limited liability companies. Those formed under the laws of other states, but transacting business in Oregon, are "foreign" limited liability companies.
Oregon Domestic Limited Liability Company: To form a domestic limited liability company in Oregon, articles of organization and a non-refundable $50 processing fee must be submitted to Business Registry. Before articles of organization are filed, the name is checked for availability. The name must be distinguishable from other active names on Business Registry records. In addition, the name of the limited liability company must contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC". If the name is distinguishable and the articles conform to Oregon statute, Business Registry processes the document and returns an acknowledgment to the customer.
Oregon Foreign Limited Liability Company: Foreign limited liability company must obtain authority to transact business in Oregon. An application of authority, including the name and address of its Oregon registered agent and a non-refundable $50 processing fee must be submitted to Business Registry. A certificate of existence or similar document from the jurisdiction of organization must be submitted with the application form. The certificate or similar document must be dated within 60 days of the date of the application. Before an application of authority is filed, the name is checked for availability. The name must be distinguishable from other active names on Business Registry records. If the name is distinguishable and the application conforms to Oregon statute, Business Registry processes the document and returns an acknowledgment to the customer.
Oregon Limited Partnership: A limited partnership consists of at least one general partner and one limited partner. 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 is generally limited to the amount of contribution to the partnership. A limited partnership must have a registered agent in Oregon whose street address is the registered office. When a limited partnership is sued, the legal papers are served on the registered agent. Thus, it is necessary that the registered office have a street address. A registered agent can be an individual or legal entity. Limited partnerships organized under Oregon statute are "domestic" limited partnerships. Those formed under the laws of other states, but transacting business in Oregon, are "foreign" limited partnerships.
Oregon Domestic Limited Partnership: To form a domestic limited partnership, a certificate of limited partnership and a non-refundable $50 processing fee must be submitted to Business Registry. Before a certificate of limited partnership is filed, the name is checked for availability. The name must be distinguishable from other active names on Business Registry records. In addition, the name of the limited partnership must contain the words "limited partnership" without abbreviation. If the name is distinguishable and the certificate conforms to Oregon statute, Business Registry processes the document and returns an acknowledgment to the customer.
Oregon Foreign Limited Partnership: A foreign limited partnership must obtain authority from Business Registry to transact business in Oregon. An application for registration, including the name and address of its Oregon registered agent and a non-refundable $50 processing fee must be submitted to Business Registry. A certificate of existence or similar document from the jurisdiction of organization must be submitted with the application form. The certificate or similar document must be dated within 60 days of the date of the application. Before a foreign limited partnership is filed, the name is checked for availability. The name must be distinguishable from other active names on Business Registry records. If the name is distinguishable and the application conforms to Oregon statute, Business Registry processes the document and returns an acknowledgment to the customer.
Oregon Limited Liability Partnerships: A limited liability partnership is an association of two or more persons doing business. It is restricted to partnerships that render a professional service as defined by ORS Chapter 58, or partnerships that are affiliated with a limited liability partnership and render a complementary service or provide services or facilities to the limited liability partnership. You may want to check with your professional licensing agency or board to be sure they recognize this form of business organization. Limited liability partnerships formed under Oregon statute are "domestic" limited liability partnerships. Oregon limited liability partnerships formed under the laws of other states, but transacting business in Oregon, are "foreign" limited liability partnerships.
Oregon Domestic Limited Liability Partnerships: To form a domestic limited liability partnership, an application for registration and a non-refundable $50 processing fee must be submitted to Business Registry. Before a limited liability partnership is filed, the name is checked for availability. The name must be distinguishable from other active names on Business Registry records. In addition, the name of the limited liability partnership must contain the words "Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of its name. If the name is distinguishable and the application conforms to Oregon statute, Business Registry processes the document and returns an acknowledgment to the customer.
Oregon Foreign Limited Liability Partnerships: A foreign limited liability partnership must obtain authority from Business Registry to transact business in Oregon. An application for authorization and a non-refundable $50 processing fee must be submitted to Business Registry. A certificate of existence or similar document from the jurisdiction of organization must be submitted with the application form. The certificate or similar document must be dated within 60 days of the date of the application. Before an application for authorization is filed, the name is checked for availability. The name must be distinguishable from other active names on Business Registry records. In addition, the name of the limited liability partnership must contain the words "Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of its name. If the name is distinguishable and the application conforms to Oregon statute, Business Registry processes the document and returns an acknowledgment to the customer.
Oregon Annual Report: An annual report and a non-refundable $50 processing fee are due on the first anniversary date of a corporation, limited liability company, limited liability partnership, or limited partnership. The annual report form is mailed to the designated mailing address of the entity approximately 45 days prior to the due date. After the first year, a renewal coupon only will be mailed to the designated mailing address of the entity. Submit the renewal coupon and a non-refundable $50 processing fee in the envelope provided. If names or addresses need to be updated at any time after the first annual report has been filed, an amendment to the annual report must be submitted to Business Registry.
Federal and State Income Taxes: All businesses must fulfill their tax obligations to the federal government and the state of Oregon. When you start a business, it is important to determine what kind of tax obligations you will have and when you will be required to pay your taxes. The Internal Revenue Service (IRS) provides two free CD ROMs 'A Virtual Small Business Workshop" (Publication 3700) and "The Small Business Resource Guide" (Publication 3207) that contain extensive information for new businesses.
Oregon Income Tax for Sole Proprietors: Sole proprietors must file tax Form 1040 with Schedule C or Schedule C-EZ to meet their federal income tax obligations. A sole proprietor is probably liable for Self-employment Social Security tax which is filed on Schedule SE. To meet state obligations, a sole proprietor files state tax Form 40 with an attached copy of the federal Form 1040. A sole proprietor may be required to make estimated tax payments.
Oregon Income Tax for Partnerships: Federal tax law requires that a partnership (both general and limited) file tax Form 1065. To meet state tax obligations, a partnership files Form 65 with an attached copy of the federal filing. Individual partners file tax Form 1040 for federal income taxes and may be liable for self-employment social security taxes filed on Schedule SE. For state income taxes, the individual partners file state Form 40 with an attached copy of the federal Form 1040. Partners may be required to make estimated tax payments.
Oregon Income Tax for Limited Liability Companies: Generally, a limited liability company files the same tax forms as a partnership: federal tax Form 1065 and state tax Form 65 with an attached copy of the federal filing. Write "LLC" on top of the state tax Form 65. Individual members file tax Form 1040 for federal income taxes and may be liable for self-employment Social Security taxes filed on Schedule SE. For state income taxes, the individual members file state Form 40 with an attached copy of the federal Form 1040. Members may be required to make estimated tax payments.
Income & Excise Tax for Oregon Corporations: Corporations file federal taxes using Forms 1120 or 1120A. Corporations doing business in Oregon pay excise tax and file State Tax Form 20 with an attached copy of their federal tax forms. "Doing business" is defined as being engaged in any profit-seeking activity in this state that is not protected by federal Public Law 86-272. A taxpayer with one or more of the following in Oregon is clearly doing business here: a stock of goods. An office. A place of business (other than an office) where affairs of the corporation are regularly conducted. "Doing business" also includes providing services to customers as the primary business activity or incidental to the sale of tangible or intangible personal property. There is a minimum excise tax as provided in ORS 317.090. Corporations not doing business, but having income from an Oregon source, pay income tax and file Form 20-I with a copy of their federal tax forms. Income is from an Oregon source if it is derived from: tangible or intangible property located in Oregon or any activity carried on in Oregon, whether intrastate, interstate, or foreign commerce. There is no minimum income tax. Insurance companies, other than title insurers, file Oregon Form 20-INS. Title Insurers file Oregon Form 20.
Income Tax for Oregon S Corporations: An S corporation files its federal tax return on Form 1120S. The state tax return is filed on Form 20S with a copy of the federal Form 1120S attached. Shareholders of the S corporation should obtain information on their reporting requirements from the IRS and the Oregon Department of Revenue.
Estimated Income Tax Payments: A sole proprietor, partner, limited liability company member, or shareholder may be required to make estimated income tax payments. In most cases, if you expect to owe $1,000 in federal taxes for the year after subtracting any withholding and tax credits, you must file Form 1040 ES each quarter with the IRS. Generally, if you expect to owe $1,000 or more on the tax-to-pay line on your Oregon tax return, you are required to file Form 40ES each quarter with the Oregon Department of Revenue. Penalties are assessed if payments are not made when they are due. Contact the IRS and the Oregon Department of Revenue for specific information.
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