How to Start an Oregon LLC
Oregon LLC Formation – Basics & Helpful Information
This article is meant to be a general overview of the Oregon LLC formation process; including information about how to start an Oregon LLC and other basic issues related to Oregon LLCs.
Oregon Filing Time
The fastest way to register your business is online. If you file online, your business request will be processed either the same or the next business day. If you send the forms to the Oregon Secretary of State’s office via courier or drop-off service, the forms will be processed the same or next day. If you mail your forms and payment, it will take up to one week to process.See all filing options →
Oregon Annual Compliance Requirements
Oregon LLCs are required to file annual reports in order to “renew” the LLC each year. The Secretary of State must receive the annual report prior to the LLC’s anniversary date to avoid late fees. The cost for filing an Oregon LLC’s annual report is $100. You can now file the Oregon annual report online.
How to Form an LLC in Oregon
You can use this checklist to help guide you through the process of forming an Oregon LLC:
Step 1: Decide on a Business Name
The first step in creating an LLC in Oregon is naming your business. You’ll need to check with the Oregon Secretary of State to make sure the name you’ve chosen is available. You can do this online via the Oregon Business Search.
It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the Oregon Secretary of State will not check other state’s databases or the federal trademark database). You can click here to have a comprehensive name availability search performed for you.
Your LLC name must contain the words “limited liability company” or the abbreviations “L.L.C” or “LLC.”
Oregon Assumed Names
An assumed name is similar to a “doing business as” (DBA) name. Although an assumed name is not legally required, it is a wise business practice. Assumed names last for 2 years and can be renewed. The filing fee is $50. Oregon assumed names are only applicable in Oregon and are not substitutes for a national trademark filing.See more info on Oregon Assumed Names →
Step 2: Register your LLC with the State
Oregon Articles of Organization
Your Oregon LLC is formed by signing and filing Articles of Organization with the Oregon Secretary of State. You can e-file the Oregon Articles of Organization or print them by going to the Secretary of State Business Webpage. The Secretary of State staff will examine the articles for statutory compliance and will either approve the articles for filing or reject the articles with instructions on how to resubmit the document.
The Articles of Organization must include at a minimum:
- Name of the Oregon LLC
- Duration of the LLC
- Name of the Registered Agent
- Address of Registered Agent
- Business Address
- Name and Address of Each Person Forming the Business
- How the LLC will be Managed
Oregon Registered Agent Information
Oregon requires that the LLC have a registered agent, which is an individual or a business entity the LLC appoints for the purpose of accepting service of process (lawsuit papers or legal documents) for the LLC. An LLC cannot be its own registered agent, but the LLC can appoint one of its members as the statutory agent. Oregon law requires that the statutory agent have a permanent, physical address on the records of the Oregon Corporation Commission at all times. The statutory agent must accept the appointment in writing.Read more about Statutory Agents →
Step 3: Create and Sign the LLC’s Governing Document
The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:
- Limitations on the members liabilities
- The level of consent needed to take various actions (i.e. simple majority required to add new members)
- The percentage of the LLC that each member owns
- How profits and losses are allocated between the members (typically based on ownership percentages)
- Limitations on transferability
- What each member is contributing to the LLC and what happens is such contributions are not made.
- The authority of the members, officers, managers, committees, etc.
- How meetings are conducted
One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their LLC formation services.
Step 4: Get an EIN
After you form an LLC in Oregon, you can get the EIN. There are a few different ways to get an EIN:
- Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
- Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
- Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.
Step 5: Get Licenses and Permits
After you create your new Oregon LLC, you’ll need to determine if your business/profession requires any licenses or permits to conduct business.Read more about Oregon Licensing and Permitting →
Registering a Foreign LLC in Oregon
If you have a non-Oregon LLC (aka Foreign LLC) and you are doing business in Oregon, you may need to register the Foreign LLC in Oregon. Each state has a different definition of “doing business”. In Oregon, the kinds of activities that would not constitute “doing business” are outlined in the Oregon Revised Statutes, Sec. 63.701.
The filing fee for the Application for Authority to Transact Business in Oregon is $275.See more about registering a foreign LLC in Oregon →