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Forming and Starting a Business in Oregon – 2011 Update

Portland Forming a Business Lawyer

Beaverton Starting a Business Attorney

Starting a business in Oregon does not need to be overly costly or complicated. Making the right choices at the outset does, however, require some investigation and understanding of both federal and Oregon small business laws. The first thing you need to do is a name search with the Oregon Secretary of State Corporation Division to see if the name you are hoping to register is available. You will also need to determine what type of business entity is right for your business. Oregon small business laws and federal tax laws have complicated and nuanced implications and rules regarding the type of business entity you register. The type of business entity you choose today may affect tax burdens and other liabilities for some time to come.

Once you have chosen a name—after having given thought to federal trademark protection—, you will need to file the Oregon Articles of Incorporation (or Articles of Organization, if a limited liability company is chosen) with the Oregon Secretary of State. You can do this online or by mail; the filing fee is $100. At the time of your state filing, someone should also prepare Form SS-4 for the IRS, and then follow up to get an EIN (Employer Identification Number). Your EIN is like a Social Security number for your business and will be used in any and all correspondence with the IRS. In order to open a bank account for your business you will need an EIN.

The last and perhaps most important document associated with starting a business in Oregon, or any other state for that matter, are the Bylaws (or Operating Agreement, depending on the type of business entity). The Bylaws serve as the Constitution of the company. This may not seem important at the outset, but its existence is a factor in shielding your personal assets from the creditors of your small business.

Depending on where the business is located, you may also need to obtain a city or county business license. Whoever prepares the application will need to determine, among other things, the NAICS (North American Industry Classification System) code associated with the activities in which your business engages. The application fee for most cities and counties is about $100.

If you are planning on starting a business in Oregon and not sure that you have the knowledge of Oregon small business laws necessary to choose the proper type of business entity, prepare an SS-4 or draft the Oregon Articles of Incorporation and Bylaws, you should consult an attorney before going forward.

Our transactional business attorneys are here to help:

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