Starting a nonprofit organization in Oregon is governed by Chapter 65 of the Oregon revised statutes.
Scope of the Act
The provisions of this chapter are applicable to starting of –
Religious Organizations, Public benefit organizations (as defined under section 501(c)(3) of the Internal Revenue Code) or a Mutual benefit organization (also called – Private foundation)
Eligibility for starting a nonprofit organization in Oregon
a) The application for starting a nonprofit organization in Oregon must be put up by one or more incorporators who must be at least 18 years age, if an individual or by a organizational entity (corporation, partnership,association) who may also act as incorporators of the nonprofit organization in the state.
b) The proposed organization must be represented by a registered agent with a valid street address of Oregon.This address would also act as the registered office of the said nonprofit organization.The registered address may or may not be the same as the principal place of business of the organization
Steps involved in starting a nonprofit organization in Oregon
Step 1) Choosing a name for the organization
Oregon statues do not require use of any corporate designators like ‘Co.’, ‘Corp.’, ‘Inc.’ etc in the name of the nonprofit organization. However it places two basic restrictions when naming a nonprofit –
1) The Name should be distinguishable from the name of any other entity operating out of Oregon.
2) The name should not be indicative of a purpose different than the purpose for which the organization is being set up.
Step 2) Preparing the Article of Incorporation
Article of Incorporation is the principle organizing document for a nonprofit corporation. All incorporated nonprofit organization MUST first file a copy of the Article with the office of the Secretary of state.
As per Oregon statues,the article of Incorporation of a nonprofit organization must include the following clauses –
(a) The proposed name of the nonprofit organization that satisfies the requirements prescribed above.
(b) A statements specifying whether the organization would be a ‘public benefit’, ‘mutual benefit’ or a ‘religious corporation’.
(c) Valid street address of the organization’s initial registered office and the name of its initial registered agent who would be generally available at the said registered office to receive notices and demands on behalf of the nonprofit organization.
(d) The names and addresses of all the incorporators of the nonprofit organization.
(e) Mailing address of principal place of business of the nonprofit organization which may or may not be based in Oregon.
(f) A clause specifying whether or not the organization will allow admission of members and if yes, the eligibility for becoming a member, and the class of members should also be mentioned.
(g) A dissolution clause explaining the provisions regarding the distribution of the assets of the organization in the even of its dissolution.
Additionally the Article of Incorporation may include the following clauses –
(h) The names and addresses of all the initial directors of the nonprofit organization.
(i) the purpose(s) for which the nonprofit organization is being set up.
(j) A provision eliminating or limiting the personal liability of director or uncompensated officer of the organization.
(k)Any other provision that is deemed expedient for managing and regulating the affairs of the nonprofit organization.
Download Sample Article of Incorporation
Click here to download a sample Article of Incorporation for Oregon NPO
Step 3) Executing and Filing the Articles of incorporation
The Articles of incorporation drafted as above must be printed on white blank paper and signed across by all the incorporators before including the name of the initial directors of the organization. Further if the Articles of Incorporation mentions the name of initial directors, them all the initial incorporators must state in the Article that they have obtained the consent of each director who is proposed to serve on the board of the said organization.
The filing fee payable for incorporating a nonprofit organization in Oregon is $50.
An additional fee of $5 is payable towards obtaining a confirmation copy of the filed article of Incorporation. The fee is payable through check made favoring “Corporation Division.”
Where to File – Duly Filled Articles of Incorporation along with a check for the requisite filing fee must be mailed or delivered in person to –
Secretary of State – Corporation Division – 255 Capitol St. NE, Suite 151 – Salem, OR 97310-1327.
Any query pertaining to incorporation can be discussed at the helpline number (503) 986-2200
Incorporating a nonprofit organization in Oregon takes around 3-5 days time.Provision for expedited filing is also available upon payment of additional fee.
Birth of organization
A nonprofit organization comes into formal legal existence upon successful filing of the article with the business division of Oregon.The birth of the organization is evidenced by issuance of a “Certificate of Incorporation” from the state office.
There are several professional incorporation service providers who take up the formalities.However,an increasing number of people incorporate on their own,as it introduce the applicant to laws,systems and procedures applicable to starting and managing a NPO in Oregon.
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