Here are the steps you need to take to form a limited liability company (LLC) in Oregon. For more information on how to form an LLC in any state, see Nolo's article How to Form an 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.
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.
An Oregon LLC is created by filing Articles of Organization-Limited Liability Company with the Secretary of State. The articles must include:
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 can be done online using Nolo's Online LLC Formation service.
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.
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.
If you are 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 is the right business structure for you, see What is a Limited Liability Company (LLC)?
It is important to make sure that your LLC's name is distinguishable from the names of other existing businesses on file with the Oregon Secretary of State. You can conduct a name search for free on the Oregon SOS website to make sure your proposed name is available.
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 will often cost you hundreds, if not thousands, of dollars in the process. Nolo's Online LLC formation service can complete all of the paperwork and filings for you, with packages starting at just $49.00. To learn more about the costs associated with forming and running an LLC, see How Much Does It Cost to Form an LLC?
Oregon does not require LLCs to have operating agreements, but it is highly advisable to have one. 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. For more information, see The LLC Operating Agreement.
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.
For most formation purposes, a Oregon single-member LLC is considered the same as a multi-member LLC. The steps to form a single-member LLC in Oregon are 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 Nolo’s article, How Single-Member LLCs Pay Federal Income Tax.
If you provide a licensed professional service in Oregon and want to form an LLC, you will be required to form a professional limited liability company (PLLC). Examples of professional services include architects, attorneys, dentists, certified public accountants, and more. Generally, if you provide a service that requires you to obtain a Oregon state license before practicing, then you are a professional service. Under Oregon law, LLCs can be formed to provide professional services. However, only one specific type of service may be provided and all the owners of the LLC must be licensed or registered to perform the professional service for which the LLC was organized.
To learn more about forming a Oregon PLLC, see our article, How to Form a Professional LLC in Oregon.
If you reach the point where it is time to close your business and cease all operations, then you will want to properly dissolve your LLC to limit your liability for lawsuits and government fees. Learn about the steps you will need to take.