Oregon Corporation Division

Corporations and LLC filings are handled by this department of the Secretary of State, 255 Capitol St. NE, Suite 151, Salem, OR 97310-1327, (503) 986-2200.

The Division maintains a database of business registrations for all domestic and foreign corporations, limited partnerships, limited liability companies, limited liability partnerships, business trusts, trade and service marks and assumed business names. The office also offers a Business Information Center to provide information on state registration and licensing requirements for businesses.

The Division notes that "The Corporate Securities Section of the Department of Commerce and Business Services regulates the sale of securities... The most common types of securities are stocks, bonds and limited partnership interests. However, any type of agreement that obligates you or your business to pay another person part of your profits or make interest payments probably involves a security. If you plan to finance a business with funds other than your own, you may be involved in the offer and sale of securities. ...[the] Securities Law, ORS Chapter 59, may require that you file an application to register your securities before you offer or sell them." Virtually all of the states have securities laws, also called "blue sky laws", and those laws differ from state to state.

There are certain provisions (mandatory provisions) which must be put in the articles of the company, and certain other provisions (optional provisions) which may be inserted in the articles, but do not have to be. Here, as in most states, the question is what to put in the articles and what to reserve for the bylaws (or for the operating agreement in the case of a limited liability company).

While there is no hard and fast rule on this question, the fact that amendments to the articles must be filed with the state (incurring additional costs) is an argument in favor of deferring as much as possible of the optional provisions for the bylaws (or the operating agreement), rather than putting those optional provisions in the articles. On the other hand, where there are multiple participants in the company, including those optional provisions in the articles can provide a measure of security to the minority participants.

For matters not unique to this state, but common to many states, see common concerns.