How to Start a Nonprofit in Oregon

1. Name Your Organization

   Your organization’s name establishes its brand and is also important for incorporating with the state. The legal name of your nonprofit corporation may not conflict with any other organization registered in the state. Make sure the name is available and meets state requirements.

   Name Search:	Oregon Secretary of State - Corporations Division Name search
   Suffix:	A corporate name shall be written in the alphabet used to write the English language but may include Arabic and Roman numerals and incidental punctuation.  ORS §65.094

2. Recruit Incorporators and Initial Directors

   The incorporator is the person who signs the Articles of Incorporation for your nonprofit. You will need at least one, but can have more than one. Directors make up the governing body of your nonprofit corporation and are stakeholders in your organization’s purpose and success. You’ll want to identify three, unrelated individuals to meet IRS requirements. You will also want to be aware of any age or residency requirements.

   Oregon director requirements:	Number: Minimum 1 individual for a mutual benefit or religious. Minimum 3 individuals for a public benefit corporation Qualifications: Individuals No residency requirement. No membership requirement. Term: default is 1 year, 5 year maximum Quorum: majority Committee: minimum 2 directors
   Oregon officer requirements:	A president, a secretary, and a treasurer are required. Two or more offices may be held by the same individual.

3. Appoint a Registered Agent

   A registered agent is responsible for receiving legal notices on behalf of your organization. The appointed registered agent must be physically located in the state and maintain an office that is open during regular business hours. As a nationwide registered agent, our service is designed to receive your legal documents and provide secure access to those documents through your online account. Our local Oregon registered agent office is located in Portland, OR. We offer registered agent service independently or as part of our nonprofit formation packages.

4. Prepare and File Articles of Incorporation

   Your nonprofit’s articles of incorporation officially mark the creation of your organization. They document where and when the organization was formed and capture other information necessary to verify its existence. While requirements for language vary from state-to-state, there are some basic provisions that the IRS will look for when you apply for 501(c)(3) exemption. It is important to customize the articles for your organization and make sure you meet the state and IRS requirements. Meeting these requirements from the start will help avoid having to make amendments later or risk getting your 501(c)(3) application rejected. Some states will also require you to publish your articles of incorporation, so be mindful of any deadlines and publishing instructions.

   Agency:	Oregon Secretary of State - Corporations Division
   Form:	​Articles of Incorporation
   Filing Method:	Mail, fax, or online.
   Agency Fee:	$50
   Turnaround:	~7-10 business days by mail. ~1-2 business days by fax. Instantly online.
   Law:	Oregon Revised Statutes - Chapter 65: Nonprofit Corporations
   Notes:	Nonprofit corporations are required to be classified in one of three categories: religious, public benefit, or mutual benefit. See form instructions.

5. File Initial Report

   After filing articles of incorporation, you must file an initial report.

   Not required

   
   
   

6. Obtain an Employer Identification Number (EIN)

   This unique, nine-digit number is assigned by the IRS to identify your nonprofit. All types of nonprofits will apply for an EIN, not only those that hire employees. You will use your EIN to open a bank account, apply for 501(c)(3) status, and submit 990 returns to the IRS.

   Agency:	Internal Revenue Service (IRS)
   Form:	IRS Form SS-4
   Instructions:	Applying for an EIN without a SSN/TIN: Online applications are not accepted if an individual does not have a SSN/TIN. Form SS-4 must be completed, signed, and faxed to the IRS, leaving the SSN/TIN field blank or adding the terminology "foreign" to that line item. To follow up on the application, call the IRS and ensure they received the application.  Depending on the agent you speak with, you may be able to obtain the EIN over the phone. The IRS may then fax the EIN documentation back to you.
   Filing Method:	Mail, phone, fax, or online.
   IRS fee:	$0
   Turnaround:	Immediately online or by phone. 4 business days by fax. 4-5 weeks by mail.
   Notes:	The IRS website is only available during certain hours. Print your EIN before closing your session. For additional guidance, see IRS Pub 1635: Understanding Your EIN.

7. Store Nonprofit Records

   As you launch your nonprofit, you will receive a number of official documents. Organizing these documents in one place will save you headaches down the road. You will soon have numerous items to keep in your records including your EIN letter, bylaws, meeting minutes, 501(c)(3) determination letter, and more.

   
   
   

   A great way to maintain necessary documentation is Records Manager, our software for storing records securely, tracking directors and officers, and getting notified of meetings.

8. Establish Initial Governing Documents and Policies

   Your bylaws are the governing document for your nonprofit. They serve as your organization’s operating manual and should be consistent with your articles of incorporation and the law. When your Board of Directors meets for the first time, you’ll review and ratify the bylaws and they will be a roadmap for governance from there.

   At the same time, you’ll also want to create and adopt a conflict of interest policy. A conflict of interest is when someone in a key position in your nonprofit has competing interests and is making choices that could benefit themselves to the harm of the organization. Personal interests should be set aside and organizational interests prioritized. If a conflict of interest does arise, it should be disclosed immediately.

   Your application to the IRS for 501(c)(3) exemption will require that both the bylaws and the conflict of interest policy are approved and adopted. Once they’ve been adopted, safely store them in your Nonprofit Records Kit.

9. Hold Organizational Meeting of the Board of Directors

   The initial organizational meeting of your Board of Directors will be incredibly productive. At this meeting you will approve the bylaws, adopt the conflict of interest policy, elect directors, appoint officers, and approve resolutions such as opening the organization’s bank account. Important decisions are being made so be sure to record them in the meeting minutes.

10. Get Oregon State Tax Identification Numbers/Accounts

    Oregon does not have a general application to register your nonprofit for all state taxes. Apply for the individual tax accounts / licenses / permits required:

    Guidelines:	Department of Revenue: Business Taxes | Nonprofit and Tax-Exempt Organizations and Oregon Department of Revenue - Business Taxes
    Submit to:	Oregon Department of Revenue http://www.oregon.gov/DOR

11. Apply for 501(c)

    Applying for 501(c) tax exemption can feel like the most daunting step in bringing your nonprofit dream into reality, but obtaining tax exemption comes with many benefits. You will be able to apply for grants and grow your fundraising success in addition to being exempt from IRS income tax. 501(c) is the chapter of the Internal Revenue Code that regulates nonprofit organizations. Like others, you may be most familiar with 501(c)(3) nonprofits, including charities and foundations. 501(c)(3) nonprofits apply using Form 1023 or Form 1023-EZ. Review the criteria for each application and make sure you meet the eligibility requirements set out by the IRS. Other types of nonprofits, including 501(c)(4)s and 501(c)(6)s, apply using Form 1024. After reviewing and approving your application, the IRS will return a Determination Letter officially recognizing your exemption.

    Completing the federal application for tax exemption is significantly easier with the assistance and support of a professional. Find someone with the expertise to ensure the correct application is being used and is completed accurately. A well-prepared application takes time, over 100 hours by IRS estimates, so put yourself on the path to success by finding a specialist to walk alongside you in the journey - from start to tax-exempt finish!

    Agency:	Internal Revenue Service (IRS)
    Form:	IRS Form 1023, IRS Form 1023-EZ, or IRS Form 1024
    Instructions:	IRS Instructions for Form 1023, IRS Instructions for Form 1023-EZ, or IRS Instructions for Form 1024.  Also see guidance IRS Pub 557: Tax-Exempt Status for Your Organization.
    Filing Method:	Mail
    Agency Fee:	$275 for organizations filing Form 1023-EZ and $600 for organizations filing Form 1023.
    Turnaround:	1023-EZ average: <1 month. 1023 average: 3-6 months.

    

12. Report Beneficial Ownership Information to FinCEN

    As of January 1, 2024, millions of entities in the US need to report beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN) as part of the Corporate Transparency Act (CTA). Nonprofits without 501(c) tax exemption formed before that date must submit BOI by December 31, 2024, while those formed after must submit it within 30 days of formation. Once 501(c) tax exemption is granted, the organization may claim an exemption from BOI reporting requirements via an update filing to FinCEN. Our BOI Reporting Service includes up to four initial, updated, and corrected reports per year, ensuring the data you report to FinCEN is updated.

13. Apply for State Tax Exemption(s)

    With your IRS Determination Letter in hand, make sure you familiarize yourself with your state’s requirements for recognizing your nonprofit’s tax-exempt status. This is an area where requirements vary state-by-state. Many states issue their own tax-exempt certificate that can be used for sales and use tax purposes, but it may require application and periodic renewal.

    To file to obtain exemption from state income tax:

    Not required

    
    
    

    If you are an exempt organization under Internal Revenue Code (IRC) Sections 501(c) through (f), 501(j), 501(n), 521, or 529, you are exempt from Oregon Corporation taxes (ORS 317.080). You don't have to apply to the Oregon Department of Revenue. Two exceptions to this are nonprofit homes for the elderly and people's utility districts.

    More information: Oregon Department of Revenue

    To file to obtain exemption from state sales tax:

    Not required

    
    
    

    Oregon does not currently have a state level sales tax.

    For exemption from Oregon property taxes, check with your local assessor to see if you qualify for exemptions, and if filing is required.

14. Register for Charitable Solicitation (Fundraising)

    This is another area where laws differ from state to state, but most states require any nonprofit soliciting donations to register to do so on an annual basis. This means registering in the state prior to soliciting any resident of that state. Registering in your home state is essential, but you may also need to register other states depending on the scope of your organization.

    Oregon Registration for Charitable Organizations

    Agency:	Oregon Department of Justice - Charitable Activities Section
    Law:	Oregon Revised Statutes Ann., Vol. 3, § 128.610 et seq.  Statutes and Rules Governing Oregon Nonprofits
    Foreign Qualification is Prerequisite:	No
    Registered Agent (Special Agency) Required?	No

    One-Time Exemption Registration

    More Details

    Exemption Eligible Organizations:	The United States, any state, territory or possession of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or to any of their agencies or governmental subdivisions Any religious corporation sole or other religious corporation or organization which holds property for religious purposes, or to any officer, director or trustee thereof who holds property for like purposes A cemetery that is registered with the State Mortuary and Cemetery Board under ORS 692.275 or a historic cemetery listed with the Oregon Commission on Historic Cemeteries under ORS 97.782 A trustee that holds property for charitable purposes in the event that the sole beneficiary of a charitable remainder trust serves as trustee Educational institutions which do not hold property in Oregon and limit solicitations to alumni of the institution
    Filing Method:	charitable@doj.oregon.gov
    Notes:	To obtain an exemption, file a letter describing the reason the organization is eligible for exemption along with supporting documentation.

    Initial Registration

    More Details

    Form:	Form RF-C: Registration for Charitable Organizations Form RF-T: Registration for Charitable Trusts
    Filing Method:	Mail or email to charitable@doj.oregon.gov
    Agency Fee:	$0
    Turnaround:	4-6 weeks
    Original Ink:	Not required
    Notarization Required?:	Not required
    Notes:	Any officer or authorized representative must sign. The signature need not be notarized. Some Oregon counties and municipalities may require charities that solicit in-person to register prior to fundraising.
    Before you Apply:	Domestic Applicants: Check the available exemptions to see if your charity is eligible for exemption from the full registration requirement. Look through the list of required attachments and make sure that you have each required document in hand before starting the registration application. Foreign Applicants: Check the available exemptions to see if your charity is eligible for exemption from the full registration requirement. Look through the list of required attachments and make sure that you have each required document in hand before starting the registration application. If you will foreign qualify in Oregon, obtain a certificate of good standing from your home state to submit during the foreign qualification process. The certificate cannot be more than 60 days old when filing foreign qualification documents.
    How to Apply:	Domestic Applicants: File entity formation documents with the Oregon Secretary of State - Corporations Division. Submit a Registration for Charitable Organizations form and all required attachments to the Oregon Department of Justice - Charitable Activities Section. Foreign Applicants: Determine whether or not your charity will need to foreign qualify based on your activity in Oregon. If not required, skip to number 3. File foreign qualification documents with the Oregon Secretary of State - Corporations Division. Submit a Registration for Charitable Organizations form and all required attachments to the Oregon Department of Justice - Charitable Activities Section.
    Required Attachments:	Articles of incorporation Bylaws IRS determination letter List of officers and directors Professional fundraising contracts

    Registration Renewal
    Charity Annual Report (Charities Based Outside of Oregon)

    More Details

    Form:	Form CT-12F
    Filing Method:	Mail or online.
    Agency Fee:	Depends on Oregon revenue and fund balance held in Oregon: $20 for no income to less than $25,000 $50 for at least $25,000, but less than $50,000 $90 for at least $50,000, but less than $100,000 $150 for at least $100,000, but less than $250,000 $200 for at least $250,000, but less than $500,000 $300 for at least $500,000, but less than $1,000,000 $400 for $1,000,000 or more Make check payable to "Oregon Department of Justice"
    Due:	Annually by the 15th day of the 5th month following the close of your fiscal year. So if your fiscal year ends December 31, then the report is due by May 15. There is no official start to the renewal period, so renewals may be submitted as soon as financials become available for the most recently completed fiscal year.
    Due Date Extension:	Due dates can be extended for 180 days beyond the original due date by submitting a request for extension through the online portal.
    Original Ink:	Not required
    Notarization Required?:	Not required
    Penalties:	Late fees range from $20 to $100 depending on how late the renewal filing is.
    Notes:	Note the list of attachments required.
    Required Attachments:	IRS form 990 Audited financials (if applicable) List of officers and directors Only if amended: IRS determination letter, articles of incorporation, and bylaws

    Registration Renewal
    Charity Annual Report (Charities Based in Oregon)

    More Details

    Form:	Form CT-12
    Filing Method:	Mail or online.
    Agency Fee:	Depends on Oregon revenue and fund balance held in Oregon: $20 for no income to less than $25,000 $50 for at least $25,000, but less than $50,000 $90 for at least $50,000, but less than $100,000 $150 for at least $100,000, but less than $250,000 $200 for at least $250,000, but less than $500,000 $300 for at least $500,000, but less than $1,000,000 $400 for $1,000,000 or more Make check payable to "Oregon Department of Justice"
    Due:	Annually by the 15th day of the 5th month following the close of your fiscal year. So if your fiscal year ends December 31, then the report is due by May 15. There is no official start to the renewal period, so renewals may be submitted as soon as financials become available for the most recently completed fiscal year.
    Due Date Extension:	Due dates can be extended for 180 days beyond the original due date by submitting a request for extension through the online portal.
    Original Ink:	Not required
    Notarization Required?:	Not required
    Penalties:	Late fees range from $20 to $100 depending on how late the renewal filing is.
    Notes:	Note the list of attachments required.
    Required Attachments:	IRS form 990 Audited financials (if applicable) List of officers and directors Only if amended: IRS determination letter, articles of incorporation, and bylaws

    Reinstatement

    Not required

    
    
    

    Formal reinstatement is not required. Charities wishing to renew a lapsed registration should submit a renewal filing for all noncompliant years and the applicable fees (late + renewal).

    Charities can continue to renew for the previous fiscal year without submitting the previous delinquent filings, however, extension requests will be denied if a charity has one or more years of delinquent filings. 

    Change of Fiscal Year

    More Details

    Filing Method:	charitable@doj.oregon.gov
    Agency Fee:	$0
    Turnaround:	1-2 business days
    Notes:	To update your organization's fiscal year submit a letter that includes the name of the organization, the DOT registration number, and the new fiscal year.

    Cancelation

    More Details

    Form:	Form CT-12 or Form CT-12F
    Notes:	To close out your registration, file the CT-12 form and follow the instructions listed in the Final Report section.

    To fundraise nationally or online, please see our Fundraising Compliance Guide. Our services manage your initial, renewal, and exemption filings in every state.

15. Obtain Other Business Licenses & Permits

    Running your nonprofit corporation legally also means securing all applicable licenses and permits. The range of local, state, and federal requirements is wide. Access resources like the Small Business Administration Business License & Permit look-up tool and search by your business type and locality.

Frequently Asked Questions

You’ve made it! You turned your passion into a legitimate nonprofit corporation exempt under IRS 501(c) and are benefiting your community. That solid foundation on which you built your organization requires ongoing maintenance. Investing in maintaining compliance with all of the government agencies is an ongoing responsibility and commitment needed to ensure your vision continues long into the future. Check out our compliance guide to learn more!

Once you have registered your nonprofit per the steps listed above, you will need to maintain compliance with all of the government agencies. Staying current with the IRS and state requirements is an ongoing responsibility. Continue reading our Oregon nonprofit compliance guide to learn more!

Continue reading "Oregon Nonprofit Compliance"

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