Forming a nonprofit corporation is a noble goal. But if you’re just starting out, the process can feel incredibly confusing. Compared to other entity types like LLCs or even standard corporations, a nonprofit has detailed start-up requirements and complicated maintenance procedures.
In this guide, we’ll walk you through the ins and outs of forming a nonprofit in Oregon so you can get back to what truly matters: your cause.
What is a Nonprofit Corporation?
A nonprofit and for-profit corporation both have similar “nuts and bolts,” so to speak. Both businesses have a board of directors, CEOs, bylaws, annual board meetings, and the like.
But what makes a nonprofit stand out is its purpose. A business corporation typically organizes for financial gain; a nonprofit exists not to make money but to further a cause or reach a goal. Additionally, a business corporation gains investors by offering stock, which has the incentive of dividends and financial gain. Nonprofit corporations solicit contributions that don’t generate any income for those investors.
Well-known nonprofits include groups like Doctors Without Borders, Alcoholics Anonymous, and even your local YMCA.
It’s important not to confuse “nonprofit” with “no income.” Most nonprofits generate income from donations or day-to-day services. The distinction is that nonprofits use 100% of their income to pay expenses and reinvest in their cause. For example, the YMCA uses member dues and community donations for exercise programs, youth sport development, and maintaining their equipment and facilities. They also pay their employees.
Because of this, nonprofit corporations may apply for and receive a tax-exempt status (typically a 501(c)(3) designation), eliminating the corporation’s responsibility for income taxes at the federal and state levels.
Should you form one?
Before you dive into the rest of this guide, you should do a little soul-searching: should you even form a nonprofit in Oregon? The goal is a noble one, but it certainly isn’t for everyone. And some concepts simply aren’t right for the nonprofit sector.
Here are some questions to ask:
- Will I be able to convince others to buy into this cause? How hard will it be to attract donors?
- Are there other existing nonprofits with the same goal?
- If so, do they operate in Oregon? Nationwide? Should I form a local chapter of their nonprofit instead?
- Can I further this cause better or differently than they are?
- Can I hire employees for this cause, or will I rely on volunteers? How will I successfully recruit their help?
If you find yourself stumped by any of those questions, you may want to step back and get some help…or simply do some more thinking before diving in. But if you have answers to most of those questions, then you’re well on your way to starting an Oregon nonprofit organization.
Starting an Oregon Nonprofit: Step by Step
Technically, the process for creating an Oregon nonprofit entity is pretty simple. It’s really just a matter of picking a few people and filing some paperwork (it’s the requirements immediately after forming the nonprofit that get complicated).
1. Pick & Claim a Name
Choosing a name is one of the most crucial decisions for starting your business. You want to pick a name that’s memorable, likable, and most importantly, compliant with Oregon state law.
Oregon has pretty simple laws for nonprofit names:
- A nonprofit name cannot include words or phrases that state or imply a purpose that is against state law or the purpose stated in the Articles of Incorporation
- Your name cannot include the words “cooperative” or “limited partnership”
- Your name must be expressed in traditional English language characters or Arabic or Roman numerals
- Your name must be “distinguishable upon the records” of the Secretary of the State, or completely unique from the names of other entities
If you want more information on Oregon nonprofit names, check out the Corporate Name article of the Oregon Revised Statutes.
As a result, you have a lot of leeway to pick a name that will resonate with your target audience, potential donors, and of course, with you. The ideal Oregon nonprofit name describes what the organization does, sounds good when said out loud, and just “sticks” in the minds of people who see it.
Whenever you pick a potential name, you should check whether it’s available with a Business Name Search. Typically, if you type in your desired name and no exact matches show up, your name is available to use. This seems like a very basic step, but it’s crucial to streamlining your filings.
Once you nail down an available name that you like, you can reserve it using the Name Reservation Application. This optional online filing costs $100 to submit, but once it’s approved, your name will be protected for 120 days. That gives you plenty of time to prepare other business documents without losing your name to another business or nonprofit.
You can learn more through our guide on how to reserve an Oregon business name.
2. Assemble your initial board
A nonprofit corporation is only as impactful as the people leading it. That’s why your initial board of directors is extremely important; you’ll want to pick a team of people that are just as passionate about your cause as you are.
More importantly, it’s helpful to choose a group with complementary strengths. For example, a medical outreach group might have a board of directors with three doctors, a nurse, a financial expert, a creative visionary, and a lawyer. The right board of directors will help your nonprofit thrive.
Oregon doesn’t have a bunch of rules about who can serve on the board. The only explicit requirements are that your board members must be individuals, and you must have a minimum of three directors (one for mutual benefit and religious corporations). As long as you meet the minimum directors requirement, your bylaws can set out all the other terms for your directors. For example, you can dictate how each director will be appointed, how long they’ll serve, how they can resign, how you’ll replace them, and more.
3. Appoint a registered agent
Every Oregon entity—nonprofits, corporations, and LLCs alike—must appoint a registered agent. This individual accepts “service of process” from the state on your behalf. Basically, if the state ever needs to notify you regarding a lawsuit or an upcoming annual report due date, they’ll contact your registered agent. The agent forwards that notice to you.
Oregon has pretty lenient criteria for a nonprofit’s registered agent, as found in The Registered Office and Registered Agent section of the Oregon Revised Statutes:
- Every entity that files with the Secretary of State (both domestic and foreign) must appoint a registered agent
- The agent must be an individual resident of the state OR a business with authority to operate in the state
- An agent must be continuously maintained
So you might ask, “Can I serve as my nonprofit’s registered agent?” Technically, you can. But we don’t recommend it. That puts your personal details (and often private details like your address and primary email) on the public record. You’ll also be busy running your nonprofit and pursuing your goals; you won’t want to tie yourself down to a registered address (especially for a tedious thing like service of process). We recommend appointing an individual you trust.
Or, if you prefer, you can hire a registered agent service instead. For a small annual fee, these services will act as your agent. That frees you up to focus on running your nonprofit.
4. File your Articles of Incorporation
Up until now, your nonprofit has just been an idea; it’s not recognized by the state government. Technically, businesses don’t “exist” until they file the appropriate paperwork. For Oregon nonprofits, that means filing the Articles of Incorporation.
This one-page document requires some foundational information about your nonprofit. Here’s the data you’ll need to have on hand:
- Your nonprofit’s name
- Name and address of your registered agent
- Address where the SOS may mail notices
- Type of corporation: religious, public benefit, or mutual benefit
- Whether or not the nonprofit will have members
- How the assets will be distributed upon dissolution of the entity
- Any additional provisions you wish to include
- Name and address of each incorporator
- Name and address of your initial president and your initial secretary
- Signature of each incorporator
- Contact information for questions about the filing
All told, this form is pretty simple to complete; just fill out the requested information, and you’ll be set to go. And if you’ve followed the guide this far, then odds are you have most of this information on hand already. If you prefer, you can also file the form online instead. No matter how you file, be sure to have $50 on hand for the filing fee.
Processing Speed: up to 7 business days
Expedited processing: $30 for 2-day turnaround
Congratulations! Your nonprofit is now a recognized entity in Oregon!
Prepare for & Hold Your First Board Meeting
After your Articles of Incorporation form is complete, it’s time to truly get your nonprofit’s activities underway. And that means it’s time for the first board meeting.
No two board meetings will look exactly the same; after all, every nonprofit has different tasks to accomplish. Oregon isn’t picky about how your meetings go; you’re merely required to have them. Your bylaws can dictate all the specific requirements for your meetings.
For example, your bylaws might require your president and CFO to report on the recent accomplishments and financial standing of the nonprofit at each meeting. Other nonprofits will take a different approach. For more information on these meetings, please consult the Oregon Revised Statutes.
Your very first board meeting, however, will look a bit different. Here’s what you’ll need to accomplish:
- Draft and approve the nonprofit’s bylaws: The bylaws dictate exactly how your nonprofit will be run. This includes a detailed rundown of your corporate purpose, how your board will be selected and replaced, how you’ll raise funds, how you’ll hire employees or solicit volunteers, and much more (including a provision for how to amend the bylaws). To save time, you may choose to write a draft before the meeting and revise it when your full board is present. The important thing is that the board approves the final bylaws, making them the governing document for your nonprofit.
- Draft and approve a conflict of interest policy: Occasionally, one of your nonprofit’s contributors will have personal affairs that intersect with the activities of your nonprofit. A conflict of interest policy dictates exactly what happens in those situations, protecting both the nonprofit and the individual contributor.
- Appoint someone to take minutes at each meeting: Every Oregon nonprofit corporation must establish and maintain a corporate record. That’s why every board should appoint someone to take minutes, or a summary of every board meeting, documenting what was said and what decisions were made.
- Finalize responsibilities for each board member: If one board member will be responsible for fundraising while another raises awareness for the cause, you should assign those roles at the initial board meeting.
- Appoint officers for the nonprofit (if needed): Some corporations choose to have their officers, such as the CEO or CFO, be members of the board. Others appoint non-board members to fill these roles, creating a division between the governance and day-to-day operations. Either choice is fine, but these vital roles should be filled.
This initial meeting will be a very full, technical day (or even series of days!), but nailing down these aspects will help you establish a nonprofit that’s compliant with Oregon state law and efficiently run.
Take Care of Taxes
Taxes as a nonprofit are a tricky beast; frankly, we recommend getting advice from a tax lawyer, accountant, or similar consultant to make sure you cover all your bases! But let’s take a quick look at the basics for nonprofit taxes.
First, apply for tax-exempt status on the federal level
If you don’t file for tax-exempt status, you’ll technically be liable for corporate income taxes. And that’s the last thing a non-profit wants. That’s why you’ll need to start out by filing Form 1023 or Form 1024, which are the applications for charitable, religious, or educational groups and other nonprofits respectively. After that application is completed, you’ll play the waiting game. The IRS can take up to 180 days to approve or reject your application, so we highly recommend completing the application correctly the first time.
Once your application is approved, you’ll receive a letter of tax-exempt status from the IRS. This form automatically exempts you from state and federal income taxes. In some states, you could then apply for an exemption from the state’s sales or gross receipts tax. Oregon does not allow this exemption though, so your nonprofit should be prepared to pay them, if the taxable threshold is reached. Learn more with the Oregon Department of Revenue.
Obtain an EIN
An EIN, or an Employer Identification Number, is an important identifier to get; it acts a bit like a Social Security Number, but for a business entity. Unfortunately, you aren’t assigned one automatically.
Thankfully, it’s free to apply for an EIN online with the IRS. Even if you don’t plan to have employees right away, it’s a good idea to have this number from the get-go. Miscellaneous forms, such as license applications or even bank accounts, may request this number.
Account for employment & miscellaneous taxes
No two businesses are alike, so each nonprofit will have slightly different taxes. That said, Oregon nonprofits with employees will need to account for withholding taxes and unemployment insurance taxes on the state and federal levels.
There are also miscellaneous industry-specific taxes in Oregon, such as fees for timber, heavy equipment rentals, lodging, and more. In most cases, these taxes won’t apply to your nonprofit, but it’s still a good idea to double-check with the Oregon Department of Revenue just to be sure you’ve covered all your responsibilities.
That’s the basic gist of nonprofit taxes in Oregon. We still recommend consulting with a tax professional, as they’ll be able to give you specialized advice for your unique situation.
Register for Licenses and Permits
Licenses and permits are especially important for nonprofits. And there are three major categories of potential permits and licenses: fundraising, lobbying, and licensing. Let’s walk through Oregon’s requirements for each of those three areas.
A lot of states require you to register in order to solicit charitable contributions, and Oregon is no exception. Oregon does draw a distinction: religious nonprofits and non-charitable mutual benefit nonprofits aren’t required to register (because they don’t “fundraise” from the general public). All other nonprofits will have to register with the Department of Justice. Then they’ll be set to fundraise.
If your nonprofit will be lobbying for its cause in a formal capacity, then you’ll need to ensure that each person lobbying has the appropriate registration. Oregon requires each lobbyist to register with the Ethics Commission within 3 working days of lobbying for the first time.
Furthermore, all lobbyists are required to make regular reports of their expenditures and activities (on top of renewing their registration if they continue to lobby in the following years). For more information on these requirements, please consult the Oregon Government Ethics Commission.
3. General licensing
Nonprofits are tax-exempt, but they aren’t exempt from licensure requirements, whether that’s for an industry-specific license or a state general business license. So you’ll need to get the licenses that apply to your unique organization.
Oregon, unlike some states, doesn’t have a general business license that every entity in the state needs to get. Instead, the state allows cities and counties to require these licenses if they choose. So you’ll need to check with your local government to know for sure if you need a general business license.
As a result, the bulk of Oregon’s licensing comes at the industry level. Oregon upholds all federally regulated industry licenses, and the Business Xpress Licensing Directory is a great place to check out the state-level license requirements. It’s up to you to learn if there are any licenses for your industry, so be sure to complete this step!
Whenever you apply for a license or permit, we recommend inquiring about the requirements for renewing your licenses. That way, you’ll know exactly how often you’ll need to renew your licenses (if applicable).
Meet Insurance Requirements
We highly recommend that every business entity maintain at least some sort of general liability policy — even nonprofit entities. There’s always a chance that something can go wrong (no matter how careful you are).
A natural disaster can happen, a break-in might cost you some important equipment, or an accident during day-to-day operations might cause a broken bone and damaged property. A general liability policy will protect your business if something like that happens.
Oregon state law also requires you to get a workers’ compensation insurance policy if you have employees working for your nonprofit. You can learn more about this requirement with the Workers’ Compensation Division.
Top Resources for Oregon Nonprofits
Nonprofit work isn’t always easy, but you never have to go it alone! There are dozens, if not hundreds of nonprofit resources available to Oregon organizations.
On the national level, there’s the National Council of Nonprofits. They exist to advocate for and strengthen nonprofits throughout the country by providing nearly comprehensive resources, teaming up with each state’s nonprofit network, and keeping you aware of the trends in policy and public opinion. It’s also a great place to peruse the latest reports and data about charitable giving and advocacy in the U.S.
On the state level, you can always turn to the Nonprofit Association of Oregon words, NAO exists “to serve public benefit nonprofits by strengthening the collective voice, leadership, and capacity of nonprofits to enrich the lives of all Oregonians.” NAO does require membership, but joining grants you several advantages, including unique skill building opportunities, a listing in the directory, and more, so joining will be worth your while.
Form a Nonprofit Corporation in all States
We break down the nonprofit formation process in every state. View all of our guides below.
- Alabama Nonprofit Corporation
- Alaska Nonprofit Corporation
- Arizona Nonprofit Corporation
- Arkansas Nonprofit Corporation
- California Nonprofit Corporation
- Colorado Nonprofit Corporation
- Connecticut Nonprofit Corporation
- Delaware Nonprofit Corporation
- Florida Nonprofit Corporation
- Georgia Nonprofit Corporation
- Hawaii Nonprofit Corporation
- Idaho Nonprofit Corporation
- Illinois Nonprofit Corporation
- Indiana Nonprofit Corporation
- Iowa Nonprofit Corporation
- Kansas Nonprofit Corporation
- Kentucky Nonprofit Corporation
- Louisiana Nonprofit Corporation
- Maine Nonprofit Corporation
- Maryland Nonprofit Corporation
- Massachusetts Nonprofit Corporation
- Michigan Nonprofit Corporation
- Minnesota Nonprofit Corporation
- Mississippi Nonprofit Corporation
- Missouri Nonprofit Corporation
- Montana Nonprofit Corporation
- Nebraska Nonprofit Corporation
- Nevada Nonprofit Corporation
- New Hampshire Nonprofit Corporation
- New Jersey Nonprofit Corporation
- New Mexico Nonprofit Corporation
- New York Nonprofit Corporation
- North Carolina Nonprofit Corporation
- North Dakota Nonprofit Corporation
- Ohio Nonprofit Corporation
- Oklahoma Nonprofit Corporation
- Pennsylvania Nonprofit Corporation
- Rhode Island Nonprofit Corporation
- South Carolina Nonprofit Corporation
- South Dakota Nonprofit Corporation
- Tennessee Nonprofit Corporation
- Texas Nonprofit Corporation
- Utah Nonprofit Corporation
- Vermont Nonprofit Corporation
- Virginia Nonprofit Corporation
- Washington D.C. Nonprofit Corporation
- Washington Nonprofit Corporation
- West Virginia Nonprofit Corporation
- Wisconsin Nonprofit Corporation
- Wyoming Nonprofit Corporation