A foreign corporation may not transact business in Oregon until it has been authorized to do so by the Secretary of State. The following activities among others, do not constitute transacting business:

a) Maintaining, defending or settling any proceeding.
b) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.
c) Maintaining bank accounts.
d) Maintaining offices or agencies for the transfer, exchange and registration of the corporation’s own securities or maintaining trustees or depositaries with respect to those securities.
e) Selling through independent contractors.
f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
g) Creating or acquiring indebtedness, mortgages and security interests in real or personal property.
h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
i) Owning without more real or personal property.
j) Conducting an isolated transaction that is completed within 30 days and is not one in the course of repeated transactions of a like nature.
k) Transacting business in interstate commerce.

Wayfair Nexus

Not applicable as Oregon does not have a general sales and use tax.


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