Business Formation Attorney in Salem, Oregon

You form a business in Oregon by filing formation documents with the Oregon Secretary of State: Articles of Organization for a limited liability company (LLC) under ORS 63.047, or Articles of Incorporation for a corporation under ORS 60.047. Paluska Law, a Salem business attorney serving Salem, Keizer, and the Willamette Valley, drafts those documents custom for each client and handles the full formation, from choosing the entity with your CPA through the drafting of your custom Operating Agreement or Bylaws, applying for your Employer Identification Number, and Registered Agent service for the first year.

Most online services hand you a state fill-in form and a generic template. Forms are forms. The value of more than thirty years of practice starts before any form is filed, with determining what type of entity you actually need. Get that wrong and you may not find out until your first tax return, when it can be too late to change and the tax savings and other savings and write-offs are gone. Michael Paluska drafts your Articles and your formation documents specifically for your ownership, your management structure, and your goals, and when you leave the formation meeting about a week later, your company is legally ready to do business in Oregon.

What forming an Oregon business actually requires

Two things create a business entity in Oregon: the Articles filed with the Oregon Secretary of State, and the formation documents that govern how the company runs.

For an LLC

One or more organizers form the company by delivering Articles of Organization to the Oregon Secretary of State (ORS 63.044). Those Articles must state the company name, the Registered Agent and registered office, a mailing address, whether the company is member-managed or manager-managed, and the organizers, among other items (ORS 63.047). The members then adopt an Operating Agreement, which Oregon law recognizes as the contract that governs the internal affairs of the company (ORS 63.057). Every Oregon LLC must also continuously maintain a Registered Agent and registered office in the state (ORS 63.111), and must keep certain company records (ORS 63.771).

For a corporation (S corp or C corp)

One or more incorporators form the corporation by delivering Articles of Incorporation to the Oregon Secretary of State (ORS 60.044). Those Articles must state the corporate name, the number of authorized shares, the Registered Agent and registered office, and related items (ORS 60.047). After filing, the corporation is organized: the board adopts Bylaws (ORS 60.061) and completes the organizational steps under ORS 60.057, shares are issued, and the corporation may take share subscriptions entered before incorporation (ORS 60.144). A corporation must maintain a Registered Agent and registered office in Oregon as well (ORS 60.111).

The label “S corp” is a tax election, not a separate kind of Oregon corporation. You form an Oregon corporation under ORS chapter 60, then elect Subchapter S treatment with the Internal Revenue Service so profits and losses pass through to the shareholders. That election is handled by your CPA, described below.

What happens when formation is done wrong

A business that is formed carelessly usually looks fine until the moment it matters, and then it does not.

Weak or missing formation documents are the common failure. A single-member LLC with no Operating Agreement, or a corporation with boilerplate Bylaws that no one read, gives a court or an opposing party an opening to argue the company was never a real, separate entity. That argument, piercing the corporate veil, can put personal assets on the line for business debts, which is the exact protection the owner formed the entity to get.

Ownership terms that were never written down are the second failure. When two owners split up, or one dies, or a spouse claims an interest, the questions are always the same: who owns what, who can force a sale, how is the company valued, who has the final vote. An Operating Agreement answers those questions in advance. A state fill-in form does not.

The third failure shows up years later, on a sale or an audit. A buyer’s attorney runs due diligence and finds no organizational minutes, no share records, gaps in the annual filings. The deal slows, the price drops, or the buyer walks. Formation documents that were done properly at the start are what make the later transaction clean.

What Paluska Law does

Paluska Law forms Oregon limited liability companies, S corporations, and C corporations, start to finish, with documents drafted for the specific client rather than pulled from a form library.

The firm’s role in a formation includes:

• Entity selection with your CPA. Every formation opens with a planning meeting with you, Michael, and your accountant, so the choice among an LLC, an S corporation, and a C corporation is made on both the business facts and the tax facts. If you do not have a CPA, Michael introduces you to one he has worked with during his career.
• Custom formation documents, drafted and filed. Michael drafts and files your Articles of Organization or Articles of Incorporation with the Oregon Secretary of State. These are prepared for your company, not copied from the state’s blank form.
• The complete LLC package. Articles of Organization; the Call to the Organizational Meeting of the Members; the Minutes of the Organizational Meeting of the Members; a custom Operating Agreement; the Members List; your Employer Identification Number (your federal tax identification number with the Internal Revenue Service); and Registered Agent service for the first year.
• The complete corporation package (S corp or C corp). Articles of Incorporation; the Preorganizational Stock Subscription Agreement; the Call to the Organizational Meeting of the Board of Directors; the Minutes of the Organizational Meeting of the Board of Directors; custom Bylaws; Stock Certificates; the Shareholder List; your Employer Identification Number; and Registered Agent service for the first year.
• Registered Agent after year one. After the first year, you can keep the firm as your Registered Agent for a flat annual fee, or take that role over yourself.
• Bank and insurance coordination. The firm prepares a bank packet with the documents your bank needs, helps make sure the amount you use to open the business bank account matches the formation paperwork the firm prepared, which is your initial capital contribution, and coordinates with your insurance agent so you get the correct type of insurance, in the correct amounts, for your LLC or corporation.
• The formation meeting. The engagement ends with a formation meeting at the Salem office, not a download link. You sign the formation documents and learn how to maintain what was formed. When you leave, your company is legally ready to do business in Oregon: insurance in place, bank account open, records complete.

Two points on scope. The S corporation election, Internal Revenue Service Form 2553, is filed by your CPA, not the firm, so it lines up exactly with the tax planning your accountant is doing for you. And the federal beneficial-ownership filing under the Corporate Transparency Act is not part of forming the entity; that is addressed in the FAQ below.

Who this is built for

This work fits closely-held Oregon businesses: the companies with a small, known set of owners who want the structure done right the first time.

That includes the founder starting a first company and choosing between an LLC and a corporation; the two or three partners who need their ownership, voting, and exit terms written down before they start; real estate investors placing property into an LLC for liability separation; and the established owner setting up a new entity for a new line of business. Many clients come by referral from their CPA, and many want a Salem business attorney they can call for years, not a one-time online transaction.

What working with Paluska Law looks like

From the planning meeting with your CPA to the formation meeting where you sign, the process typically takes about one week. Here is what happens in that week, in order:

For an S corporation, your CPA files the Form 2553 election with the Internal Revenue Service, so it matches the tax planning your accountant is doing for you. The firm serves as your Registered Agent for year one; before that year ends, you decide whether to continue with the firm for a flat annual fee or take the role over.

Pricing

Paluska Law forms LLCs and corporations on a flat fee. You know the cost before the work starts.

The exact figure depends on the entity and the complexity of the ownership and formation documents, so it is quoted after your initial meeting, once the scope is clear. The flat fee covers the firm’s work and the Oregon Secretary of State filing fee, and it includes your Registered Agent service for the first year.