How to Form an LLC in Oregon

Here are the steps you need to take to form an LLC in Oregon. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.

1. Choose a name for your LLC.
2. Appoint a registered agent.
3. File Articles of Organization.
4. Prepare an operating agreement.
5. Comply with other tax and regulatory requirements.
6. File annual reports.

1. Choose a Name for Your LLC

Under Oregon law, an LLC name must include the words “Limited Liability Company” or the abbreviations “LLC” or “L.L.C."

Your LLC’s name must be distinguishable from the names of other business entities already on file with the Oregon Secretary of State. Names may be checked for availability at the Oregon Secretary of State business name database.

You may reserve a name for 120 days by filing an Application for Name Reservation with the Oregon Secretary of State Corporation Division. The reservation may be filed online through the Oregon Central Business Registry webpage.

2. Appoint a Registered Agent

Every Oregon LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent may be an Oregon resident or a business entity authorized to do business in Oregon. The registered agent must have a physical street address in Oregon. Information about registered agents is available on the Oregon Secretary of State website.

3. File Articles of Organization

An Oregon LLC is created by filing Articles of Organization-Limited Liability Company with the Secretary of State. The articles must include:

• the LLC's name
• the LLC's duration--perpetual or limited
• the address of the LLC's principal office
• the name and address of the LLC’s registered agent
• the address where the Secretary of State should mail notices to the LLC
• whether the LLC will be member-managed or manager-managed
• whether the LLC will provide professional services
• the name and address of each organizer of the LLC, and
• the name and address of at least one member or manager with direct knowledge of the LLC's operations.

The articles may be filed online or by mail. The filing fee is $100.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in Oregon, but is highly advisable. This is an internal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates. If an operating agreement is created, it need not be filed with the Articles of Organization.

All of the paperwork and procedural steps to start a limited liability company in Oregon can be done online using Nolo's Oregon Online LLC Formation application.

5. Comply With Other Tax and Regulatory Requirements

Additional tax and regulatory requirements may apply to your LLC. These may include:

EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.

Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses. For details, see How to Start a Business in Oregon and the searchable Oregon License Directory.

Department of Revenue: In some cases, for example if you have employees, you’ll need to register with the Oregon Department of Revenue (DOR). For more information on state LLC tax registration, see Nolo's article Oregon LLC Annual Filing Requirements.

6. File Annual Reports

All Oregon LLCs and foreign LLCs authorized to do business in the state must file an Annual Report with the Oregon Secretary of State. LLC annual reports are due for the year in which they are filed. The annual report must be received by the Office of the Secretary of State prior to your LLC's anniversary date to avoid late filing penalties. You must file the report online through the Oregon Secretary of State Business Registry Web Renewal webpage. Blank report forms are not available for download; instead, if you go Web Renewal webpage you can generate a form containing key information for your LLC. The fee for filing the annual report is $100 for domestic LLCs and $275 for foreign LLCs.

7. Foreign LLCs Doing Business in Oregon

To do business in Oregon, all LLCs organized outside of the state must register with the Oregon Secretary of State. Foreign LLCs must appoint a registered agent for service of process. The agent may be an Oregon resident, or a business entity authorized to do business in Oregon.

To register, file an Application for Authority to Transact Business--Foreign Limited Liability Company. The application may be filed online through the Oregon Central Business Registry web page or by postal mail. The filing fee is $275.

The completed application must be accompanied by a certificate of legal existence or good standing from the foreign LLC’s home state that is not more than 60 days old.