How to Register With The Oregon Secretary of State

We explain the various reasons you may need to register with Oregon's Secretary of State.

Summary

The fact that you may need to register with state agencies like Oregon Secretary of State is a sneaky misconception that many folks miss.

However, with the rise of remote work, states have begun cracking down and levying penalties for those who (unknowingly) fail to register.

If you're considering operating in Oregon, use this guide to:

• Explore the criteria that triggers the need to register with the Oregon Secretary of State, including criteria such as physical presence, economic activity, and advertising efforts.
• Determine where and how to register with the Oregon Secretary of State.
• Understand additional requirements such as Registered Agents, registration with other state departments, and ongoing annual reports.

What criteria would trigger the requirement to register with the Oregon Secretary of State?

Key Factors

Physical Presence: Having a physical presence in Oregon typically means you're doing business:

• An office, store, warehouse, factory, agency, or other place of business.
• Employees or representatives physically working in the state.
• Owning or leasing property in Oregon.

Economic Activity: Engaging in these activities in Oregon also indicates you're doing business:

• Selling goods or services to Oregon customers (including remote and online sales).
• Providing services within Oregon.
• Regularly soliciting business in Oregon or engaging in a pattern of transactions in the state.

Specific Examples The following activities would likely be considered doing business in Oregon:

• Operating a physical retail store in Oregon.
• Maintaining a warehouse or distribution center in Oregon.
• Having employees on-site to provide services to clients in Oregon.
• Regularly selling products through an online store or marketplace to Oregon residents.
• Having a franchisee operating under your trade name in Oregon.

Nexus Oregon adheres to the concept of "nexus," which means a sufficient connection to the state, whether physical or economic, can trigger tax and registration obligations.

Where do I register, and what else is required?

Oregon Secretary of State

• A Certificate of Good Standing is required

In addition:

• A Registered Agent is required to serve as the company's physical in-state presence to receive important legal documents. Do not fall victim to the common misconception that you can leverage an in-state employee as your Registered Agent. It's far too risky.
• You'll want to review the other registrations required in Oregon. Here's a Oregon specific guide we put together.

What is the registration fee?

The fee charged by Oregon is $300 (if registration is needed).

How long does Oregon usually take to process?

Oregon usually takes approximately 3 - 4 weeks to process registrations.

What is required ongoing?

Each state has a complex schedule of required annual reports, which can vary by entity type. Let's take a look at Oregon's:

C-Corporation

• Filing Date: By the anniversary date of incorporation
• Filing Frequency: Annual

LLC

• Filing Date: By the anniversary date of incorporation
• Filing Frequency: Annual

Non-Profit

• Filing Date: By the anniversary date of incorporation
• Filing Frequency: Annual

There is an Easier Way

This guide should definitely help reduce some of the confusion for Oregon. However, if you have multiple states to worry about, you may look to:

• Automate state registrations and annual reports
• Centralize email, snail mail, state ID’s, and registered agents, and
• Take control of action items, eliminating risks before they become penalties.

Note: For the avoidance of doubt, nothing provided here shall contemplate, constitute or include tax or legal advice. Always double check with state agency websites for the most up-to-date requirements.