Oregon Certificate of Authority

In this Article:

• How to Get a Certificate of Authority in Oregon 
• Registering Your Company Name in Oregon
• When do you Need an Oregon Certificate of Authority?
• Oregon Annual Report Requirements

Related: Get an Oregon Registered Agent

If your company was not incorporated in Oregon, but you wish to do business there, you need to apply for an Oregon Certificate of Authority.

Acquiring Foreign Qualification in Oregon allows a company formed in Delaware or any other state to legally transact business in Oregon.

Please note: information on this page is accurate to the best of our knowledge. However, requirements and costs can be changed by states at any time and Harvard Business Services cannot guarantee the accuracy of this information.

How to Get an Oregon Certificate of Authority:

Existing LLCs and Corporations have the same document requirements in this state when applying for Oregon Foreign Qualification:

• In Oregon, a Certificate of Good Standing from the company’s home state is required, dated within 60 days.
  Note: this document is also referred to as a Certificate of Existence in some states.

An application for your Oregon Certificate of Authority must be submitted along with a fee of $275 for both LLCs and corporations. In addition, you must appoint and maintain an Oregon Registered Agent at all times. We can provide this service for just $99 per year.

Harvard Business Services can assist with your application so you don’t have to deal with the Oregon Secretary of State directly. We do charge our own fee for this service, in addition to state fees. The exact fee can vary based upon whether your company is already filed and whether you need us to obtain additional documents to meet the state’s requirements. Contact us for an exact quote.

Registering Your Company Name in Oregon

As part of the application process for Oregon Foreign Qualification, you will have to register your company name. Typically, your name must be both unique to Oregon and compliant with its statutes regarding registered company names.

If your name is not available (i.e. there is already a company using the same name in the state), you are generally allowed to use a fictitious name, also known as a Doing Business As or an assumed business name. This will not affect the name of your company in your home state.

Sometimes, the name a company uses in one state is not compliant with another state's statutes, due to specific words, sentiments or implications of the company name. This is another situation where a fictitious name may be necessary.

For example, Oregon law states, "A business name may not contain a word or phrase that implies banking or related financial activity without written authorization from the Division of Finance and Corporate Securities."

In addition, "No person shall register or use an assumed business name with an intent to create a likelihood of confusion with another person." [source: https://www.oregonlegislature.gov/bills_laws/ors/ors648.html]

How Do I Know If I Need an Oregon Certificate of Authority?

If you plan to do business in the state of Oregon and are incorporated elsewhere, you will generally have to obtain Oregon Foreign Qualification. Typically, “doing business” is defined by activities such as maintaining a physical office or having employees in the state.

The state of Oregon’s website provides the following language as clarification:

"Doing business" means being engaged in any profit-seeking activity in Oregon. A taxpayer having one or more of the following will require an Oregon Certificate of Authority:

• A stock of goods.
• An office.
• A place of business (other than an office) where affairs of the corporation are regularly conducted.
• Employees or representatives providing services to customers as the primary business activity (such as accounting or personal services), or services incidental to the sale of tangible or intangible personal property (such as installation, inspection, maintenance, warranty, or repair of a product).
• An economic presence through which the taxpayer regularly takes advantage of Oregon's economy to produce income.

Visit this page for additional information: https://www.oregon.gov/DOR/programs/businesses/Pages/corp-headquarters.aspx

Keep in mind that even if an Oregon Certificate of Authority in not required for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship.

Oregon Annual Requirements

Once you've acquired Oregon Foreign Qualification for your company, you will be required to pay an annual fee in order to keep your company in good standing status with the state. The annual foreign LLC renewal fee is $275, while the corporation renewal fee is just $50.

In addition, the annual requirements above are independent of requirements you may have in Delaware or other states.