How to Start an LLC in Oregon

Are you interested in starting a business in Oregon? If so, you might want to join other business owners in creating a limited liability company (LLC). This popular business structure combines the limited liability protection of corporations with the flexibility and lack of formalities of a partnership or sole proprietorship. LLCs also offer tax advantages.

Follow these steps to create an LLC in Oregon. For more information on how to form an LLC in any state, see our article on how to start an LLC. You can also use our online LLC formation service to register your LLC.

1. Choose a Name for Your Oregon LLC

The first step to forming your LLC in Oregon is picking a business name. But you'll need to make sure you follow Oregon's laws about LLC names.

LLC name must be distinguishable. Your LLC's name must be distinguishable from the names of other business entities already on file with the Oregon Secretary of State (SOS). You can check which business names are available using the SOS's business name search. (Or. Rev. Stat. § 63.094 (2024).)

LLC name must include an entity designator. Under Oregon law, an LLC name must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." (Or. Rev. Stat. § 63.094 (2024).)

Name reservation. You can reserve an available business name in Oregon for 120 days. To reserve a name, file an Application for Name Reservation with the SOS. You can reserve a business name online using the Oregon Business Registry. As of 2024, the filing fee to reserve a name is $100. (Or. Rev. Stat. § 63.097 (2024).)

Using an assumed business name. When you register your LLC with the SOS, the name you choose for your LLC on your articles of organization becomes your business's real and true name. But you don't have to use your LLC's real and true name when doing business in the real world. You can instead use an assumed business name (ABN), also called a "DBA" (short for "doing business as"), "trade name," or "fictitious business name." If you use an ABN in Oregon, you must submit an ABN registration with the SOS. You can register your assumed name online with the SOS's Oregon Business Registry or by mail using the form, Assumed Business Name - New Registration. As of 2024, the filing fee to register your ABN is $50. The registration is good for two years and can be renewed. (Or. Rev. Stat. §§ 648.005 and following (2024).)

2. Appoint an Oregon Registered Agent

Every Oregon LLC must have an agent for service of process (called a "registered agent") in the state. A "registered agent" is an individual or business entity that agrees to accept legal and government papers on the LLC's behalf.

In Oregon, a registered agent must be either:

• an Oregon resident
• an Oregon LLC, corporation, professional corporation, or nonprofit corporation, or
• foreign corporation authorized to do business in the state.

Your appointed agent must have a physical street address in Oregon. The address can't be a commercial mail-receiving agency, mail forwarding business, or virtual office.

(Or. Rev. Stat. § 63.111 (2024).)

You can find more information about registered agents on the SOS website.

3. File Articles of Organization With the SOS

You can create an Oregon LLC by filing Articles of Organization with the SOS. The articles must include:

• the name of the LLC
• the name and street address of the LLC's registered agent
• the mailing address to which notices can be sent to the LLC
• a statement as to whether the LLC will be member-managed or manager-managed
• the name and address of each organizer
• the latest date the LLC can be dissolved, if any
• if the LLC will provide professional services, a list of the professional services
• the mailing address of the LLC's principal office, and
• the name and address of at least one member, manager, or authorized representative of the LLC.

(Or. Rev. Stat. § 63.047 (2024).)

You can file the articles online or by mail. The SOS has links to online filings, forms, and instructions on its Oregon LLCs webpage. As of 2024, the filing fee for Oregon Articles of Organization is $100.

4. Prepare an Operating Agreement

In Oregon, your LLC isn't required to have an operating agreement. While not required, it's a good idea to have an operating agreement and to put it in writing. An "operating agreement" is the primary document that establishes how the affairs of the LLC will be managed and regulated.

Your agreement should provide rules and procedures for the following areas:

• the members' percentage interests in the LLC
• the members' and managers' rights and responsibilities
• the members' voting powers
• how profits and losses will be allocated
• rules for holding meetings and taking votes, and
• buyout provisions, which determine what happens when a member wants to sell their interest, dies, or becomes disabled.

If your LLC doesn't have an operating agreement, Oregon's LLC laws will govern how your LLC operates. You don't need to file your operating agreement with the state. This document is purely internal.

An operating agreement provides many advantages. It helps preserve your limited liability by showing that your LLC is truly a separate business entity from its owners. In addition, investors and banks typically like to see an LLC's operating agreement when determining whether to invest or loan money to the company.

If you'd like help creating an LLC operating agreement, you can use our online LLC formation service. You can also work with an Oregon business lawyer to draft your LLC's operating agreement.

5. Get an EIN and Comply With Other Tax and Regulatory Requirements

Other tax and regulatory requirements might apply to your LLC. For instance, your LLC might need to obtain an EIN, apply for business licenses and permits, and register for business taxes.

EIN. If your LLC has more than one member, it must obtain a federal employer identification number (EIN), even if it has no employees. If you form a single-member LLC, you must obtain an EIN for your LLC only if either you elect to have your business taxed as a corporation instead of a sole proprietorship (disregarded entity) or your single-member LLC has employees. You can get an EIN by completing an online EIN application on the IRS website. There's no filing fee.

Business licenses. Depending on your LLC's location and activities, you might need to obtain state and local business licenses and permits. For local licenses, check with your city or county clerk or visit your local government's website. For state licenses, check Oregon's Business Xpress License Directory. You can find general information about licenses, permits, and registrations on the SOS's state license requirements webpage.

Oregon Department of Revenue. Your LLC will need to pay taxes and file returns with the Oregon Department of Revenue (DOR). While Oregon doesn't have a sales tax, your business might be responsible for other business taxes, like the state's excise tax, corporate activity tax, employer taxes, and the pass-through entity elective tax. You can set up an account for your business to file and pay taxes online through the DOR's Revenue Online. For more information on Oregon LLC tax registration, check out the LLC annual report and tax filing requirements in Oregon.

FAQ About Oregon LLCs

Here are some other questions you might have about your Oregon LLC.

• Should I form an LLC in Oregon?
• How much does it cost to form an LLC in Oregon?
• Do I need to submit an annual report for my LLC in Oregon?
• Are there any other maintenance requirements for Oregon?
• Do I need an operating agreement for my Oregon LLC?
• Can a foreign LLC do business in Oregon?
• Can I form a single-member LLC in Oregon?
• Can I form a professional LLC in Oregon?
• How do I dissolve my LLC when I'm done?

Should I form an LLC in Oregon?

If you're just starting your business or have already been operating as a sole proprietor, you should consider forming an LLC. LLCs limit an owner's personal liability for business debts and lawsuits and offer a lot of flexibility when it comes to ownership, management, and taxation of the business.

To learn more about LLCs and decide if it's the right business structure for you, see our article on LLC basics.

How much does it cost to form an LLC in Oregon?

Below are the fees (as of 2024) you might need to pay to form your LLC in Oregon:

• The SOS charges $100 to file Articles of Organization.
• You can reserve your LLC name with the SOS for $100.

Filing on your own is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but it will often cost you hundreds, if not thousands, of dollars in the process. If you'd like help completing all the filings, try our online LLC formation service.

To learn more about the costs associated with forming and running an LLC, see our article on how much it costs to form an LLC.

Do I need to submit an annual report for my LLC in Oregon?

Yes. All LLCs doing business in Oregon must file an annual report with the SOS. The report is due each year by the anniversary date of your LLC's formation. The SOS will send a reminder notice about 45 days before your annual report due date. (Or. Rev. Stat. § 63.787 (2024).)

You can file your annual report online. As of 2024, the filing fee for LLC annual reports is $100.

Are there any other maintenance requirements for LLCs?

Apart from annual reports, your LLC will need to file and pay applicable taxes to the local, state, and federal governments. In addition, your LLC might need to obtain and periodically renew any required general or special business licenses or permits. You'll be responsible for keeping track of these maintenance requirements to keep your LLC in good standing and legally compliant.

Starting in 2024, all LLCs were previously required to submit a beneficial ownership information (BOI) report to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury. However, in March 2025, after some constitutional challenges, FinCEN revised the BOI reporting rule so that the requirement only applies to companies created outside the U.S. So, if you form your LLC within the U.S., then you no longer need to worry about the BOI reporting requirement.

Do I need an operating agreement for my Oregon LLC?

You're not required to have an operating agreement in Oregon. But it's highly advantageous to have this foundational document. An operating agreement will help protect your limited liability status, prevent financial and managerial misunderstandings, and ensure that you decide on the rules governing your business instead of state law by default.

Can a foreign LLC do business in Oregon?

Yes. To do business in Oregon, all LLCs organized outside of the state (called "foreign LLCs") must register with the SOS. Your foreign LLC must appoint a registered agent for service of process that's physically located in Oregon.

To register, file an Application for Authority to Transact Business with the SOS. The completed application must be accompanied by a certificate of existence or a similar document from the foreign LLC's home state dated not more than 60 days before the application is filed.

You can file the application online or by mail. As of 2024, the filing fee to register your foreign LLC is $275.

(Or. Rev. Stat. §§ 63.701 and following (2024).)

See our guide to qualifying to do business outside your state for more information.

Can I form a single-member LLC in Oregon?

Yes. For most formation purposes, an Oregon single-member LLC is considered the same as a multi-member LLC. The steps to form a single-member LLC in Oregon are generally the same as those listed above.

Single-member LLCs do have additional flexibility when it comes to filing a tax return. To learn more, see our article on how single-member LLCs pay federal income tax.

Can I form a professional LLC in Oregon?

No. Oregon doesn't recognize professional LLCs (PLLCs). However, professionals can form a regular LLC or a professional corporation (PC). Examples of providers of professional services include architects, dentists, nurse practitioners, real estate appraisers, and more.

If you provide a professional service and want to form a regular LLC, you must list the professional services you intend to provide in your articles of organization.

If you want to form a professional corporation in Oregon, you must file Articles of Incorporation with the SOS. As of 2024, the fee to file your Articles of Incorporation is $100.

(Or. Rev. Stat. §§ 58.005 and following (2024).)

How do I dissolve my LLC when I'm done?

When you're ready to end your business, you should legally dissolve your LLC to limit your liability for lawsuits and government fees. To dissolve an LLC in Oregon, you should:

• have the consent of all LLC members (or another occurrence listed in your operating agreement must happen)
• discharge and settle the LLC's debts, obligations, and other liabilities
• settle and close the LLC's activities
• distribute the company's remaining assets, and
• file Articles of Amendment/Dissolution with the SOS.

(Or. Rev. Stat. §§ 63.621 and following (2024).)

You also need to close your tax accounts and take any other steps necessary to close out your business. See our article on what you need to do when closing your business for more in-depth information and guidance.