The Corvallis College Articles of Incorporation consist of a manuscript copy of the 1868 articles of incorporation and 1875 supplementary articles as well as a printed 1884 report of a committee investigating the title of the college farm. Businesses in the State of Oregon. Dire… Copies of filing documents are available such as the Articles of Organization (Limited Liability Company), Articles of Incorporation (Corporation), Annual Report and more for a small fee. In large corporations, shareholders are 3. In terms of initial and maintenance fees, there are no advantages to starting an Oregon LLC versus an Oregon corporation. If the Oregon savings bank is organized as an Oregon stock savings bank, its articles of incorporation shall conform to the provisions set forth in ORS 707.110 (Execution and submission of articles … The restated articles of incorporation may make any changes in the articles of incorporation that the institution or Oregon stock savings bank could make by regularly adopting an amendment. means Appearance in articles:Not required. When lawyers incorporate a business on the client's behalf, they usually act as the incorporator, allowing them to sign the required paperwork.​, ​Issued shares are easily confused with authorized shares. The form contains basic information concerning the professional corporation, normally including the Oregon Nonprofit Articles of Incorporation. The articles of incorporation do not have to be a complex document. Articles of incorporation is usually a requirement if you want to register a corporation. How to Get an Authentication (or Apostille). We can also assist with many of your follow-up needs such as amendment filings, written consents, and annual report preparation and filing. Purpose This Corporation shall be organized and operated exclusively for charitable, scientific, literary, and educational purposes. Here are some helpful facts about Oregon's incorporation requirements: Corporate Name Requirements. Once you download the articles, you can print them or save the digital file to use however you need. Download Your Certificate of Incorporation by StateA Certificate of Incorporation is often used when a company wants to be legally recognized as a business entity to minimize taxes and gain liability protection.A simple Articles of Incorporation should generally answer the following basics: 1. Who is the incorporator, registered agent, director, and officer 2. Oregon’s Nonprofit Corporation Act (“NCA”) provides for voluntary dissolution as follows: if there are members, by action of … Oregon Certified Copy Of Articles Of Organization Or Incorporation How to Order a Certified Copy of Articles of Organization or a Certified Copy of Articles of Incorporation From the State of Oregon A certified copy of your Articles of Organization … The board usually meets infrequently and hires officers to manage the day-to-day business operations. Articles of Incorporation Form Instructions - Nonprofit The instructions are listed in numerical order to align with the form. The instructions are listed in numerical order to align with the form. Corporations issue no par stock for flexibility. Annual meetings are also held to re-appoint the officers and directors of the corporation. The Articles of Incorporation Oregon must be filed with the Secretary of State in order to start a corporation. REGISTERED AGENT: Name of the person who is going to accept legal service for this business. Your corporation is legally created by filing Articles of Incorporation with the Oregon Secretary of State. To learn more about how assumed names work, feel free to contact us​. The state generally completes filings within 1-2 weeks *. Approval of this document secures your corporate name and creates the legal entity of the corporation. Promote the common good. 1 Or. Search PortlandOregon.gov. (1) Articles of incorporation must set forth: (a) A corporate name for the corporation that satisfies the requirements of ORS 60.094 (Corporate name); (b) The number of shares the corporation is … It is important to remember to have a corporation's directors approve all major corporate actions. Agency: Secretary of State. or "Prof. Corp”. This is a shareholder's reward for investing in the corporation. The first meeting of the corporation's board of … This option serves the small business person who sells different products but doesn't wish to have several corporations. Unless the LLC will last in perpetuity, the owner(s) must state the time period for which they want the LLC to last. (Professional Corporation only). ​The articles of incorporation, sometimes called the certificate of incorporation, or charter, declares the desire of an individual or group of individuals to become a corporation. (1) Not less than five persons may associate themselves by articles of incorporation to form an Oregon savings bank, either as an Oregon stock savings bank or as an Oregon nonstock bank. If you’re unsure of whether your nonprofit has members, you should check your articles of incorporation, bylaws, or similar organizational documents. In a small corporation, officers are usually also the directors and shareholders, who merely wear different hats at different times. In addition, the corporation can't deduct dividends like it would loan interest. City Home Government Bureaus & Offices of the City of Portland. The form contains basic information concerning the corporation, normally including the corporate name, number of For information about how to handle taxation, see your CPA.​​​, ​Capitalization has a specialized meaning in corporate accounting. To form a corporation in Oregon, you must file articles of incorporation.The form is customizable. (Attach another sheet if necessary.). This state-specific form must be filed with the appropriate state agency in compliance with state law in order to create a new professional corporation. Filing your Oregon Articles of Incorporation on the website is fast, secure, and is the preferred method by the Secretary of State. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office. The 2018 Collection Resolution is here: FVHOA-Collection-Resolution-Final-02-28-2018. All of these names are simply aliases for the same corporation with a single set of books and the same shareholders. Purpose: To be able to form a Nonprofit Corporation in the State of Washington. City Home Government Bureaus & Offices of the City of Portland. Articles of Incorporation are formal legal documents used for the creation and management of a corporation in the United States. They are responsible for duties outlined by the corporate bylaws. They specify things like the number of votes required to pass a matter put before the corporation, and the requirements to be met before a shareholder can sell stock.​​. ​, ​State law specifies that shares of stock in the corporation will be issued under the direction of the board of directors. The board of directors is the body of people specified by state law to direct and oversee the business affairs of the corporation, and is usually headed by a chairperson. Amounts given for the stock in It may be required by your bank. The 2018 Recorded Bylaws can be found here: FVHOA-bylaws-recorded-2019. However, because directors of the corporation have certain immunities from lawsuits against the corporation, all important business decisions like entering long-term contracts should be approved by the corporation's board of directors. The fee for filing your Articles of Incorporation costs $100. Oregon Non-Profit Corporation We'll file your nonprofit in the state of Oregon . there is no set amount of payment required to purchase the stock of the corporation. Prepare bylaws for your Oregon nonprofit corporation. We'll research the availability of your company name and help you prepare and file your Articles of Incorporation with the Oregon Secretary of State. The incorporator's duties and title end after incorporating. The incorporator must be old enough to legally enter into contracts. Username or Email; Password; Remember me ; Forgot your username or password? The Articles of Incorporation or Organization will cost $100 to … Taxed like a partnership, an S corporation passes through its income or losses to the shareholder's personal tax return and is not liable for Federal income taxes itself. The … Fifth Avenue, Suite 2500 . It sounds silly, but the reality is that most corporation laws were drawn up for big corporations and then adapted to small ones.​​, ​Just as a city or state government has laws for citizens, the corporation has rules for its shareholders, officers and directors. This includes the name of the business, its main address, the name and address of the corporation’s registered agent, and what type of corporation it will be. is not considered when stock is bought on the open market. Your Oregon articles of incorporation must name the registered agent’s address (often called the registered office). Stock. For a PROFESSIONAL CORPORATION, the name must contain the words "Professional Corporation" or its abbreviations, for example "P.C." Director qualifications:The Articles of Incorporation or bylaws may prescribe the qualifications for directors. Corporation Requirements Procedure. In order to incorporate, the association must file articles of incorporation with the Oregon Secretary of State, Corporation Division. Download the articles of incorporation. In a small corporation, they are the people who Articles of Incorporation If you are your own officers and directors, you must wear your officer's or director's hat when performing official corporate functions. When you buy stock on the market, you pay what the stock is actually worth, the market price.​​​, Par value refers to the price set for shares when purchased from the corporation, and no par value stock refers to stock for which no fixed price is set. Before filing, determine which type describes your organization: 1. Oregon's requirements include: Officers. Articles Of Incorporation Nonprofit Template. 111 S.W. (1) Articles of incorporation formed in accordance with this chapter after October 3, 1989, must set forth: (a) A corporate name for the corporation that satisfies the requirements of ORS 65.094 (Corporate name); (b) One of the following statements or words of similar import: (A) This corporation is a public benefit corporation; (B) This corporation is a mutual benefit corporation; or Some owners pay themselves only a small salary to minimize FICA withholding and pay themselves a quarterly dividend instead.​​, ​The incorporator is simply the person who files the articles of incorporation. 1. Authorized shares is the term for the maximum number of shares that the board of directors is allowed to issue. Corporations that operate in different states, but don't maintain offices in these states, use agent service companies to act as registered agent for them. How to Submit: Online or paper submission. In this case, the directors can raise the price of the stock when the corporation becomes more valuable. Officer names and addresses are not required to be listed in the Articles of Incorporation… Preparing and filing your articles of incorporation is the first step in starting your business corporation. The official website of the Oregon Secretary of State Find forms for Oregon Business corporations to update information such as address and contact, file an annual report or dissolve the business. Articles of Incorporation must include detailed information about the corporation being formed. Xulo luqadda ku taal qaybta hoose ee shaashadda si aad u turjumto bogga. office within Oregon. With a new corporation, the term generally refers to the amount of money a corporation has in its "kitty" when operations begin. The address must be a street address (not a P.O. Because shareholders are somewhat insulated from lawsuits against a corporation, these assets provide a means to pay any potential lawsuit winners. OPTIONAL PROVISIONS: (Attach another sheet if necessary. (1) An institution or Oregon stock savings bank may adopt restated articles of incorporation that become effective after approval and filing by the Director of the Department of Consumer and Business Services. (1) A corporation amending its articles of incorporation shall deliver articles of amendment to the office for filing. ​An assumed name, sometimes called a fictitious name, is a feature of some state corporation laws that allows a corporation to operate under more than one name. In larger corporations, shareholders generally do not participate in daily business operations. Unissued shares belong to the corporation and are not considered for shareholders' ownership percentages.​. They might then add company names that are more descriptive of separate product lines, like Quantum Computers, Inc., and Standard Computer Software Corporation. Articles of Incorporation Form Instructions The instructions are listed in numerical order to align with the form. This state-specific form must be filed with the appropriate state agency in compliance with state law in order to create a new corporation. Requirements for the Articles of Incorporation The document required to form a corporation in Oregon is called the Articles of Incorporation. C corporations have their own tax identification number and pay their own taxes. Create an Account » Increase Text Size; Decrease Text Size; Reset Text Size; Community & Civic Life Promote the common good. This expression refers to the action of penetrating the invisible wall of protection between you and your corporation. The name of a corporation must be written in the alphabet used to … ARTICLE 9. Businesses … Template For Articles Of Incorporation. Preparing and filing your articles of incorporation is the first step in starting your nonprofit corporation. Oregon's requirements include: Officers. You can find free templates online.​, ​The terms stockholders and shareholders are usually used interchangeably, and refer Fees: $50 - Online filing (includes expedited service) $30 - Standard paper filing $80 - Expedited paper filing $10 - Annual Report. Minimum capitalization requirements also make it more difficult to start a corporation, and were likely originally drafted to help to keep out the "riff raff." start and run the corporation, providing jobs for themselves.​​​​​, Incorporating Without a Lawyer, W. Dean Brown, Consumer Publishing, 1995-96, 33-38.​, Some states issue the certificate of incorporation to confirm that yours is a valid corporation, one which has met state incorporation requirements. Not signed up? INITIAL PRESIDENT (Name and address) This section is optional. In some states certificate of incorporation means articles of incorporation, the document filed to incorporate your business.​. Box) and must be located in Oregon. This person is authorized to send and receive legal documents for corporation and to forward these documents to the corporation at its principal office address. In other words, you must have at least one shareholder and one share of stock. to PRINCIPAL OFFICE: Physical street address. When you find the correct corporation, you'll see information available online for that corporation. Role of bylaws: Neighborhood association bylaws are the internal rules by which neighborhood associations operate. Bylaws should focus on the governance of the association, i.e., how decisions are made and implemented. Main: 503-823-4519. Template For Articles Of Incorporation … For example, if someone sues you personally instead of your corporation, it is easier for the person bringing suit to prove the corporation is a sham when an individual has signed corporate paperwork. Not signed up? Dividends are usually paid in cash or additional stock to the shareholders. These documents must be filed with the appropriate … Incorporating in Oregon is a relatively simple matter of submitting articles of incorporation to the Oregon Secretary of State, Corporate Division and paying the required fee. The articles of incorporation do not have to be a complex document. Requirements for the Articles of Incorporation The document required to form a corporation in Oregon is called the Articles of Incorporation. This is usually the case in small corporations where the owners issue themselves a number of shares and simply infuse money in the corporation when needed. Oregon Corporations. Par value is only meaningful when the stock is bought directly from the corporation. 24 posts related to Articles Of Incorporation Template For Nonprofit. Authorized shares refers to the total number of shares of stock that the board of directors is authorized to issue to shareholders. However, because the corporation is set up to benefit the shareholders, the shareholders set, or limit, the number of shares the directors are allowed to issue. Information on SOS Oregon (OR) Office : The Secretary of State of Oregon is an elected constitutional office in the US state of Oregon. Skip to the search for the Oregon Secretary of State website. Authorized shares become issued shares when issued, or distributed, to a stockholder. The articles of incorporation, sometimes called the certificate of incorporation, or charter, declares the desire of an individual or group of individuals to become a corporation. decide the value of More information about corporate formation can be accessed through the website of the Oregon Secretary of State.. Seleccione el idioma en el campo en la parte inferior de la pantalla para traducir la página. It The Oregon Secretary of State works to maximize voter participation, is a watchdog for public spending, makes it easier to do business in Oregon, and preserves and promotes Oregon history. In other words, the directors are not allowed to issue shares without authorization from the shareholders, so the number of authorized shares is equal to the number of total shares.​, ​The board of directors control the issuance of stock. You can have (authorize) as many shares of stock as you want. A director does not need to be a resident of Oregon or a shareholder unless so prescribed in the articles or bylaws. Some states have minimum capitalization requirements to insure corporations have a bare minimum of assets before starting operations. Written consent:Permitted. The articles must include the corporate name and address; the name and address of agent for service of process; the number of shares the corporation is authorized to issue; and the name and address of each incorporator. Chọn ngôn ngữ trong trường ở cuối màn hình để dịch trang. INITIAL SECRETARY (Name and address) This section is optional. Well-written bylaws can reflect the values and purposes of a neighborhood association, and, by promoting efficient administration, can help a neighborhood association accomplish its goals. Oregon Certified Copy Of Articles Of Organization Or Incorporation How to Order a Certified Copy of Articles of Organization or a Certified Copy of Articles of Incorporation From the State of Oregon. In a small corporation, the directors are usually the shareholders who put on their director's hat when the need arises.​​​, ​A dividend is a special payment, usually paid at the end of each quarter, based on the profits made by the corporation during that quarter. It spells out the minimum information about the corporation that is required by the laws of the state. INDIVIDUAL WITH DIRECT KNOWLEDGE (List the name and address of at least one person who is a director, or controlling shareholder of the corporation or an authorized representative with direct knowledge of the corporation's operations and business activities.). Create an Account » Increase Text Size; Decrease Text Size; Reset Text Size; Community & Civic Life Promote the common good. It is much the same as interest on a loan, except the dividend is based on the income of the corporation and may not be a regular payment. Although holding an annual meeting may sound complicated, the requirement of holding an annual meeting is usually satisfied by using a standard pre-written form called Minutes of Annual Shareholders Meeting or Annual Shareholder Meeting Minutes. It may be required by your bank. Rev. Oregon state law requires that the new Oregon corporation file articles of incorporation with the Secretary of State, including the following: … Before you file your articles of organization, you’ll need to have bylaws that comply with Oregon law. Articles of Incorporation. (Additional requirements apply), INDEMNIFICATION The Corporation chooses to indemnify its directors, officers, employees and agents for liability and related expenses under ORS 58,185 or 60,387 - 60,414. See also principal office . ), BENEFIT COMPANY (The Corporation is a benefit company subject to ORS 60.750 - 60.770. Each time stock is issued, the directors Shares that are not issued are usually called authorized but unissued shares. Stat. (3) The incorporator or incorporators shall sign the articles of incorporation and before including the name of any individual as a director shall state that the incorporator or incorporators have … But they can be more than that. Sign In. Directors' names and addresses do not have to appear in the Articles of Incorporation. true, correct and complete. Issued shares, however, refers the number of shares actually given out to shareholders. Director information is required on the Articles of Incorporation. The name of a corporation must be written in the alphabet used to write the English language and may include Arabic and Roman numerals and incidental punctuation. NOTICES . INCORPORATOR: Who is forming this business? the shares.​​​​, ​Officers are usually employees of the corporation who manage the business on a daily basis. Sign In. This is called "piercing the corporate veil." investors who put money into the business in return for future dividends. Generally, in a small business corporation the stock is called "no par value stock" which For example, when people realize that suing your corporation will get them nothing, they may sue you instead. Oregon Corporations. To lower the success rate of these attempts, you as a shareholder should not run your corporation. > Articles Of Incorporation Template For Nonprofit. What are the articles of incorporation? Main: 503-823-4519 City/County Info: 503-823-4000 TDD: 503-823-6868 You can form an Oregon nonprofit corporation by filing the articles of incorporation forms intended for a nonprofit. An articles of incorporation (sometimes called a “certificate of incorporation”) is a form that states require to set up a corporation (C Corporation). Oregon recognizes three types of nonprofit corporations. You can file the document online or by mail. See Oregon Statutes 60.001; Authorized shares: means the shares of all classes that a domestic or foreign corporation is authorized to issue. The shareholders of an S corporation pay personal income taxes based on the income of the S corporation, whether or not the shareholder received any of the income. What is the purpose of the business 3. That is, they will try to avoid the personal liability protection the corporation provides by going straight to you. There are two types of corporations according to the IRS, either "C" corporations, named after Subchapter C of the tax code, or "S" corporations, named after Subchapter S of the tax code. Articles Of Incorporation Template For Nonprofit. Oregon Legislature 2. It may also contain information about the corporation that needs to be made public record, items like restriction on the transfer of corporate stock.​​. The 2018 Enforcement Resolution, including Exhibit ‘A’ (fines) is here: FVHOA-Enforcement-Resolution_2018. If the actual articles of incorporation are available for download, you'll see a link to view them. It is here that the registered agent should generally be available during business hours to receive and sign for legal documents or otherwise act in the capacity of a registered agent. The board may issue all the shares now, or issue some now and some later. ), PROFESSIONAL SERVICES: (Indicate the professional service (s) and other commercial service (s) to be provided by the corporation.) The address where the State of Oregon Corporation Division may mail notices to the corporation is: c/o Lawco of Oregon . The information required in the formation document varies by state. Articles Of Incorporation Oregon Llc Template. 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