Legal Question in Business Law in Oregon

Re: What qualifies a Foreign Corporation in Oregon?

If you do business in Oregon, then you must be registered in Oregon. Of course, they may be caveats and very specific instances that may change this answer.

Re: What qualifies a Foreign Corporation in Oregon?

I can't answer this question with respect to Oregon law, since I practice in California, but if you had asked the question with respect to forwarding mail from California instead of Oregon, my response would have started "Why is your mail being forwarded to Sweden from California instead of Delaware?"

Having mail forwarded is not, per se, doing business, at least not by you (it may be that the mail forwarding service is "doing business," of course). However, whatever caused this mail to be directed to you in California, and thus be available for forwarding, may indeed amount to doing business in California.

For example, if you solicit orders on line or in print advertising, and have the orders sent to a post office box or secretarial service in California, you are doing business in California. The business activity is receiving orders. California would expect the corporation to register and pay the franchise tax.

Re: What qualifies a Foreign Corporation in Oregon?

I can't say that your arrangement makes a whole lot of sense to me, so I would be interested to know exactly what this corporation does and what you are doing in Oregon that could not be done in Delaware or Sweden, or that isn't being done anywhere else. Assuming there is a good reason to receive mail in Oregon, then the next question is whether that is sufficient to constitute "doing business in Oregon":

For what it's worth, ORS 60.701 defines what is NOT considered transacting business by listing the following activities [but it goes on to say that the list is not exhaustive]:

(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.

You may be exempt under (f) or (k). Foreign registration is only $50/year so it may not be worth skipping out if you would like to be eligible to file lawsuits in Oregon on behalf of your corporation (for which you are required to have foreign registration).