Disclaimer: This resource is for informational purposes only and is not legal advice. If you need legal advice, consult an attorney.

Registering a Nonprofit in Oregon

By Noah Maurer

The resources complied below provide an overview for registering a nonprofit in Oregon with links to free, accessible resources. While the list covers the broad requirements, there are alternative forms, selective exemptions, and wide-ranging requirements to consider. A careful reading of this document and the attached forms should be considered a useful overview, but not an extensive or up-to-date guide. The ultimate goal of many nonprofits, and the intent of this document, is to achieve and maintain 501(c)(3) status, allowing tax exemption for nonprofits.

1.    Creating the Entity with the Oregon Secretary of State

By starting registration with knowledge of future protocol, a nonprofit can save time and resources moving forward. Beyond registering with the Secretary of State, this stage lays the foundation for future compliance and access. This section consists of: (a) filing the Articles of Incorporation; and (b) meeting after incorporation.

a.      Filing the Articles of Incorporation

To become incorporated in Oregon, an organization must file the Articles of Incorporation with the Secretary of State. Before filing the Articles of Incorporation, an organization must decide upon details such as their place of business, registered agent, and name. The registered agent is especially important as they will receive important documentation on behalf of the nonprofit. Reviewing Chapter 65 of the Oregon Revised Statute is useful for understanding specific requirements of this process. Once prepared, the organization should access the documents on the Secretary of State website and be prepared to pay a $50 filing fee. As an alternative, the forms may be physically completed. Of note, the forms have an option to elect language required for 501(c)(3); nonprofits may take advantage of this and streamline future applications.

·        Select, Reserve, or Register a Name (see ORS 65.094, ORS 65.097, and ORS 65.101)

·        Have a registered office and registered agent (see ORS 65.047(c))

·        Review general filing requirements (see ORS 65.004 and ORS 65.047)

·        Apply online or fill out this document (See information)

b.     Meeting and Action after Incorporation

An initial meeting should setup the organizational hierarchy and adopt bylaws for the corporation. These requirements are found throughout Chapter 65 of the Oregon Revised Statute. When drafting these bylaws, the organization should be aware of the requirements in Form 1023 and consider them in their bylaw drafting process. This can eliminate the hassle of having to update bylaws several months later.

·        Follow the appropriate protocol including attendance and notice (See ORS 65.057)

·        Appoint required officers (See ORS 65.371)

·        Elect directors for board of directors  (See ORS 65.057(1), ORS 65.301, ORS 65.307)

·        Adopt appropriate bylaws (See ORS 65.061)

·        Review Form 1023 and Instructions

The organization must also apply for a Federal Employer Identification Number (FEIN). This application can be done online or by mail and will be issued immediately if done electronically. The FEIN is required to complete Form 1023.

·        Apply for a Federal Employer Identification Number (See information)

·        Register online or send form SS-4 to the IRS

2.    Registering with the Oregon DOJ Charitable Activities Section

Nonprofits are required to register with the Oregon DOJ prior to soliciting donations.  Several documents must be attached including the Articles of Incorporation and bylaws. Additionally, the application should note where the organization is in the process of filing form 1023.

·        File RF-C

3.    Filing Form 1023 with the IRS

After incorporation with the state comes the main component of obtaining 501(c)(3) status. Form 1023 is a time-consuming document to file, but the process can be helped immensely by thorough record keeping of expenses, fundraising activities, and relevant agreements. In addition, there are numerous documents that must be attached including certification of filing of the Articles of Incorporation, bylaws, applicable contracts, and a mission statement. After submitting all the documents and paying a filing fee of $600, the IRS will send a letter of determination and potentially reach out for further information. If your nonprofit is small and localized, Form 1023-EZ may be a viable option and only has a $275.00 fee.

·        Review instructions for application

·        Potentially complete 1023-EZ eligibility checklist (see page 21)

·        Complete Form 1023

4.    Registering with other State Departments

Each state has different requirements for nonprofits soliciting donations from their citizens, even when the nonprofit is incorporated in Oregon. A nonprofit should review each states’ requirements before engaging in any fundraising. For smaller, localized nonprofits, the organization should still be mindful of these rules, but aware that exemptions exist that could cover their activities. As an example of the different requirements, Washington and California’s rules will be expanded upon below.

a.      Registering with the Washington Charities Program

If a nonprofit receives money from the Washington Public and either pays individuals in state, or raises more than $50,000, then the nonprofit will likely have to register with the Charities Program. The nonprofit will have to complete a Charitable Organization Registration from every year and pay a $60 fee.

·        See flowchart to help determine if filing in Washington is necessary

·        File Charitable Organization Registration form for registering and re-registering

b.     Registering with the California Registry of Charitable Trusts

If a nonprofit solicits donations by any means in California, the organization must register with the California DOJ within 30 days of receipt of any assets. Due to these relatively low requirements, it is likely that an Oregon nonprofit will have to complete this process. First, the organization must complete the CT-1 with numerous attachments and a $25 fee. Unlike in Washington, California has different forms for re-registration that must be completed yearly.

·        File form CT-1 for initial registration (see guide)

·        File form RRF-1 for renewal

·        If renewing, and less than $50,000 in total revenue, must complete Form CT-TR-1

5.    Ongoing Maintenance

Once 501(c)(3) status is achieved, compliance and paperwork does not stop. Annual forms are required by: (a) the Oregon Secretary of State; (b) the Oregon DOJ; and (c) the IRS to maintain tax exemption for any nonprofit in Oregon

a.      Filing an Annual Report with the Oregon Secretary of State

Upon the anniversary of filing the articles of incorporation, all nonprofits must file an annual report with the Oregon Secretary of State. Other documentation may be required if there are changes or amendments to certain information.

·        See renewal online filing (note: may have to copy link into browser)

b.     Filing Annual Financial Reports with Oregon DOJ

The Oregon DOJ requires form CT-12 to be completed by all nonprofits. This form is due four months and fifteen days after the close of the fiscal year, with fees on a sliding scale.

·        See Form CT-12

c.      Filing annual tax returns with the IRS

The IRS requires Form 990 to be filed by the fifteenth day of the fifth month after the organization’s accounting period ends. There is a choice of forms based upon the gross receipts and total assets of the organization. Form 990 requires extensive, well-maintained records and documents.

·        See Form 990 (see information)