Do Sole Proprietors Need To Register With Secretary Of State

Business concern System and Registration

There are several ways to construction a business, and varying registration requirements for each. If registration is required, online forms are available on the Business organisation Registration Forms page. Please submit the completed form and a nonrefundable processing fee to our accost or fax number.

Each type of busi​ness construction has advantages and disadvantages. You can operate a business:

• By yourself - sole proprietorship.
• With another person - full general partnership.
• As a carve up legal entity corporation, express liability company, limited liability partnership or limited partnership.

Qualified tax consultants and attorneys tin can help identify the optimal business structure foryour particular business​ . Your local Small Concern Development Centre or library may also have literature or classes that will aid you compare different types of business organizations.

​Business organisation Blazon	​
​Sole Proprietorship​	​Strange Express Liability Visitor
General Partnership	​Express Partnership
​Corporation	​Domestic Express Partnership
​Domestic Corporation	Strange Limited Partnership
Foreign Corporation	​Limited Liability Partnership
​Limited Liability Visitor	Domestic Express Liability Partnership
​Domestic Limited Liability Company	​Foreign Limited Liability Partnership

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Sole Proprietorship

A sole pr​oprietorship is the simplest form of business organisation in which one individual conducts the business. The business possessor is personally liable for the obligations of the business organisation.

Sole proprietors don't accept to exist registered with Business Registry​ unless they are using an assumed business name. If the name of the business doesn't include the total legal proper noun of the business concern possessor, the business organisation name must be registered every bit an causeless business name wi​thursday Business concern Registry. The registration allows the public to place who is doing business under that business proper noun.

General Partnership

A ge​neral partnership is an association of 2 or more people doing busines​s. All partners are personally liable for the obligations of the business.

A full general partnership doesn't have to be registered with Business concern Registry unless it uses an assumed busin​ess proper noun. If the proper name of each general partner isn't included in the business organization name, it must exist registered with Business Registry. The registration allows the public to iden​tify who is doing business concern under that concern name.

Gene​ral partnerships are regulated by the Uniform Partnership Police, ORS Chapter 67.

Corporation​

A corporation is a legal entity created nether Oregon statute by submitting manufactures of incorporation with Business organization Registry. A corporation is endemic by its shareholders, in whose names the shares are registe​blood-red in the records of the corporation. The articles of incorporation must land how many shares the corporation has authority to issue.

A corporation acts as a unmarried entity. It exists separately from its owners and continues to exist even though the shareho​lders may alter. As a split up entity, a corporation must file its tax returns. It may own property, sue and exist sued.

A corporation is managed by a board of directors. Except for the initial board, the shareholders more often than not select the directors. The number of directors is determined past the articles of incorporation or bylaws. The directors must elect the president and secretarial assistant and adopt bylaws. The board can elect or engage other officers, or the bylaws can prescribe how other officers are selected. The same person tin can hold 2 or more offices.

A corporation must have a registered agent in Oregon whose street address is the registered office. When a corporatio​n is sued, the legal papers are served on the registered agent. Thus, the registered office must have an actual street address. A registered agent tin can be an individual or a legal entity.

The three common types of cor​porations filed in Oregon are business corporations, nonprofit corporations and professional corporations.

1. Business organization and professional person corporations are for-profit corporations.
   
2. A nonprofit corporation is formed for whatsoever lawful purpose except for financial profit.
   
3. A professional person corporation is a for-profit corporation formed for the purpose of providing i or more specific types of professional person service.
• All the shareholders of the professional person corporation must exist licensed to render one of the professional services.
  

Corporations formed under Oregon statute are "domestic" corporations. Those formed under the laws of other states, merely doing business in Oregon, are "foreign" corporations.

Domestic Corporation

To form a domestic corporation in Oregon, articles of incorporation and a nonrefundable processing fee must exist submitted to Business Registry. Before manufactures of incorporation are filed, the proper name is​ checked for availability. The name must be distinguishable from other active names on Business concern 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.

In one case the existence of the corporation is established, an organizational meeting of the lath of directors is generally held to prefer 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 manufactures of incorporation.

The Corporation Division doesn't have a separate filing for an South corporation. The S designation is a federal tax designation. A business corporation that meets the Internal Revenue Service (IRS) requirements for S corporation status tin utilize for federal tax condition every bit an Due south corporation past filing Ballot by a Small Business organisation Corporation ( Grade 2553) with the IRS.

Strange Corpo​ration

A foreign corporation must obtain authority from Business organisation Registry to transact business organisation in Oregon. An application of authority, including the proper name and accost of its Oregon registered agent and a nonrefundable processing fee, must be submitted to Business Registry. A certificate of beingness or similar document from the jurisdiction of incorporation must be submitted with the awarding 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 proper noun is checked for availability. The proper 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 client.

Domestic and foreign business corporations are regulated by the Oregon Business Corporation Human activity, ORS Chapter 60. Domestic and foreign nonprofit corporations are regulated by the Oregon Nonprofit Corporation Act, ORS Chapter 65. Domestic and foreign professional corporations are regulated by the Oregon Professional Corporation Human action, ORS Chapter 58. Forms are available on the Business Registration Forms page.

Limited Liability Com​pany

A express liability company (LLC) is an unincorporated association having i or more members. The LLC tin can be managed past managers or members. Managers can be just aren't required to be members. It must be stated in the articles of organization if the express liability company is to exist managed by managers. Managers can exist compared to the board of directors, and members to shareholders of a corporation or limited partners of a limited partnership. To exist a fellow member of a limited liability visitor, a contribution such as cash, property or services rendered must be fabricated.

The internal affairs of the LLC are governed by oral or written operating agreements. These operating agreements are comparable to the bylaws of a corporation. The members manage the internal diplomacy, unless the manufactures of organization specifically state that they volition be managed by one or more managers.

A express liability visitor must have a registered agent in Oregon whose street address is the registered function. When a limited liability company is sued, the legal papers are served on the registered agent. Thus, the registered office must have an actual street address. A registered amanuensis can exist an individual or a legal entity.

Express liability companies organized under Oregon statute are "domestic" limited liability companies. Those formed under the laws of other states, but transacting business concern in Oregon, are "strange" limited liability companies.

Domestic Limit​ed Liability Visitor

To form a domestic limited liability company in Oregon, articles of organization and a nonrefundable processing fee mu​st be submitted to Business organisation Registry. Earlier articles of arrangement are filed, the name is checked for availability. The name must exist distinguishable from other active names on Business Registry records. In addition, the name of the limited liability company must incorporate the words "express liability visitor" or the abridgement "L.Fifty.C." or "LLC." If the name is distinguishable and the articles conform to Oregon statute, Business organisation Registry processes the document and returns an acknowledgment to the client.

Strange Limited Liability Comp​whatever

A foreign limited liability company must obtain authority to transact business in Oregon. An application of dominance, including the proper name and accost of its Oregon registered amanuensis and a nonrefundable processing fee, must exist submitted to Concern Registry. A certificate of existence or similar certificate from the jurisdiction of system must be submitted with the application class. 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 Concern Registry records. If the name is distinguishable and the awarding conforms to Oregon statute, Business Registry processes the document and returns an acknowledgment to the customer.

Domestic and foreign limited liability companies are regulated by the Oregon Limited Liability Company Deed, ORS Chapter 63. Forms are available on the Business organization Registration Forms page.

Limited P​​artnership

A express partnership consists of at least ane general partner and one express partner. The full general partners command the business organisation and are liable for debts and obligations of the partnership. A limited partner is like to a shareholder in a corporation because that person'southward liability is generally limited to the amount of contribution to the partnership.

A limited partnership must take a registered agent in Oregon whose street accost is the registered office. When a limited partnership is sued, the legal papers are served on the registered agent. Thus, the registered office must have an actual 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, merely transacting business in Oregon, are "foreign" limited partnerships.

Domestic Limited​ Partnership

To form a domestic limited partnership, a certificate of express partnership and a nonrefundable processing fee must be submitted to Concern Registry. Before a certificate of limited partnership is filed, the name is checked for availability. The name must exist distinguishable from other active names on Business Registry records. In add-on, the proper name of the limited partnership must comprise the words "limited partnership" without abbreviation. If the name is distinguishable and the document conforms to Oregon statute, Business organisation Registry processes the document and returns an acknowledgment to the customer.

Fore​ign Express Partnership

A foreign express partnership must obtain potency from Business organisation Registry to transact concern in Oregon. An application for registration, including the proper name and address of its Oregon registered agent and a nonrefundable processing fee must be submitted to Business Registry. A certificate of existence or similar certificate from the jurisdiction of organization must be submitted with the awarding course. The certificate or similar certificate must be dated inside 60 days of the date of the application. Earlier 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 awarding conforms to Oregon statute, Business Registry processes the document and returns an acknowledgment to the customer.

Domestic and strange limited partnerships are regulated by the Uniform Express Partnership Human action, ORS Affiliate seventy​. Forms are available on the Business Registration Forms folio.

Limited Liability Partnership

A limited liability partnership is an clan of 2 or more people doing business. It is restricted to partnerships that offering a professional person service equally defined by ORS Chapter 67. These services include the following: accountants, architects, attorneys, chiropractors, dentists, mural architects, naturopaths, nurse practitioners, psychologists, physicians, podiatrists, radiologic technologists, real manor appraisers and others providing personal services that as well require a license. It also includes partnerships that are affiliated with a express liability partnership and provide a complementary service or provide services or facilities to the express liability partnership. You may ​want to bank check with your professional person licensing agency or board to exist sure they recognize this course of business organisation system.

Express liability partnerships formed under Oregon statute are "domestic" express liability partnerships. Express liability partnerships formed under the laws of other states, but transacting business concern in Oregon, are "strange" limited liability partnerships.

Domestic Express Liability Partnership

To form a domestic limited liability partnership, an awarding for registration and a nonrefundable processing fee must be submitted to Business organisation Registry. Before a express 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 proper name of the limited liability partnership must contain the words "Express Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of its proper noun. If the name is distinguishable and the application conforms to Oregon statute, Business Registry processes the document and returns an acknowledgment to the customer.

Foreign Limited Liability Partnership

A foreign limited liability partnership must obtain authorization from Business Registry to transact business in Oregon. An application for authorization and a nonrefundable 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 inside 60 days of the engagement of the application. Before an application for authorization is filed, the name is checked for availability. The proper noun must be distinguishable from other agile names on Business Registry records. In improver, the name of the limited liability partnership must contain the words "Limited Liability Partnership" or the abbreviation "L.50.P." or "LLP" as the last words or letters of its name. If the proper noun is distinguishable and the application conforms to Oregon statute, Business Registry processes the certificate and returns an acknowledgment to the client.

Domestic and strange express liability partnerships are regulated by the Oregon Revised Partnership Act, ORS Chapter 67. Forms are available on the Business Registration Forms page.

Source: https://sos.oregon.gov/business/pages/select-business-name-structure.aspx

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