Business Startup Checklist

Steps to a Business Startup

You’ve dreamed of owning your own business. Nurture that dream. Follow a plan.

~David James Robinson

David James Robinson,
Attorney at Law

1) Select name for your business.

The more unique your business name, the easier it will be to protect it with trademark and to register with the State. Oregon will not allow you to register a business entity name that is too similar to an existing business. You may also open yourself up to trademark infringement issues if you use a name that is already registered or merely being used, unregistered, by another.

To select your business name:

A. Do an internet search using multiple search engines. You’re looking for exact or very similar sounding names.

B. Do a trademark search on line using the US Trademark and Patent Office (USTPO) online data base called Trademark Electronic Search System (TESS).

US Trademark and Patent Office (USTPO)

2) File the Articles of Incorporation (Corporations) or Articles of Organization (LLCs) with the State.

Articles of Incorporation are specifically for corporations and Articles of Organization are specifically for LLCs or Limited Liability Companies.  After selecting your business name, these need to be filed with the State of Oregon business registry. The choice of which type of entity requires an examination of the internal governance requirements for the entity and a calculation of the tax implications for each entity.

Oregon Secretary of State Corporation Division Business Registry Database

3) Apply for the business’s Employer Identification Number (EIN).

An EIN is a nine-digit number assigned by the IRS and is used to identify your company. Business owners use their EINs to conduct activities that would otherwise require a Social Security number. Single member LLCs may use their Social Security number in place of an EIN.

Online IRS application for the EIN

A. If you choose to form your business as a corporation, as opposed to an LLC, you will have to apply on-line with the State of Oregon for a Business Identification Number (BIN). In 2023, the state began the process from moving BIN applications from the Secretary of State to the Department of Revenue. If you choose an LLC for your business entity and then elect on your business’s federal tax filings to be taxed as a corporation, then you must apply for a BIN. If you will have employees then you will need to apply for a BIN. The BIN registers your business with the following regulatory/taxing authorities: (i) State withholding, Unemployment, Tri-County Metropolitan Transit Taxes (Trimet), Lane County Transit Taxes (see registration requirements below at VI).

Register, Renew or Reinstate a Business Online with the Oregon Secretary of State

B. It is worth repeating that selecting the right entity, LLC or Corporation, is a legal question and a tax question. There is no one right fit. Your needs may be met by one or the other.

C. Do you have employees? If so, you must report all employees, newly hired employees, and employees returning to your workforce after an absence of greater than 60 days, to the Oregon Child Support Program.

www.employerportal.oregonchildsupport.gov/index.aspx?ReturnUrl=%2f

4) Register your business’s beneficial owners with the U.S. Treasury Financial Crimes Enforcement Network.

Newly enacted in 2024, the federal government wants to know information about all of the owners of your business, whether they appear on the entity registration or whether they are “beneficial owners.” To register your business: www.fincen.gov/boi

5) Open a bank account in the business name.

Some banks will require that you show the bylaws (Corporations) or operating agreement (LLCs) before they will let you open a business account. An EIN is also required. It is important to note here that filing papers and registering with all of the regulatory agencies are requirements of a legally operating business. You must also fund the business, that is, make contributions to your business, such as cash, equipment, intellectual property.

6) Draft, vote, and adopt bylaws or operating agreement.

In your initial meeting minutes be sure to document that the bylaws or operating agreement was accepted.

7) Pay close attention to the Oregon Counties and Cities where you will do business.

Some local jurisdictions require local registration. Here are a few examples with links to contact:

7) Doing business in Washington or any other state?

If you plan on doing any business inside the State of Washington (or in any other state), contact an attorney and an accountant. “Business” can include deliveries and advertising. Additional registrations and filings must be done and tax issues addressed. Please consider the plight of Mattress World.

Other issues that will have an effect on your business include whether you will have employees, independent contractors, commercial lease negotiation, and payroll tax.

~David James Robinson