How to Form an LLC in Oregon in 7 Steps
To create a limited liability company (LLC) in Oregon you must choose a name for your LLC, appoint a registered agent, file articles of organization, apply for an EIN for tax purposes and register for business and tax accounts.
Ready to form your LLC with confidence? Our trusted partner LegalZoom has packages starting at $0 + filing fees.
A limited liability company (LLC) is a popular business structure for a new business because of personal liability protection, flexible taxation, and ease of maintenance. Knowing the requirements to form your Oregon LLC and keeping compliant with state LLC laws is essential. Follow our step-by-step guide to set up your Oregon limited liability company.
7 Steps to Start Your Own LLC in Oregon
Name Your LLC
The name of your LLC is important. Not only does the company name affect your marketing plan and efforts, but it also has legal implications. If you don’t choose a business name that complies with Oregon laws on LLC names, ORS §63.094, the Secretary of State may reject your application for an LLC.
First, your business name must differ from all other business names on record with the Secretary of State. Also, note that your LLC name must include one of the following designators or abbreviations:
- Limited Liability Company
- LLC
- L.L.C.
Search For Business Name Availability. You might wonder if a name you’d like to use for your LLC has already been registered or reserved with the state. You’ll have to do a name search with the Secretary of State to check for name availability. If the name search shows the name you like is unavailable, you’ll need to choose another name instead.
Check for Trademark Registration. You should also check that no other business has a trademark on your name choice. This will help you to avoid infringing on another’s trademark. You can search for trademark registration on the U.S. Patent and Trademark Office (USPTO) website.
Check Domain Name Availability. Finally, it’s a good idea to determine if your domain name is available. It is wise to reserve your domain name now so it is available when you want to build a website for your business.
Reserve a Business Name. You can reserve a business name if you find one you like but are not ready to file the articles of organization. To reserve a name, complete the application for name registration form and mail it to the Oregon Secretary of State, Corporation Division, 255 Capitol St. NE, Suite 151, Salem, OR 97310-1327. Include a check for $100 payable to “Corporation Division.” You can include a $5 fee to receive a confirmation copy of the name reservation. Under ORS §63.097, the name is reserved for 120 days.
Get a Registered Agent
To comply with Oregon state law, ORS §63.111, you’ll need to select a person or a company to act as your Oregon registered agent. This person or company accepts legal papers and lawsuits on behalf of the LLC. You appoint a person or company that can be available during regular business hours for service of process. The registered agent for your Oregon LLC will also need to have a street address (a P.O. Box is not sufficient). Finally, your registered agent must either be an Oregon resident or a business entity authorized to do business in Oregon.
If none of your LLC owners can serve as the LLC’s registered agent, you could use a professional registered agent service. A registered agent service serves as the contact between your LLC and the state and accepts any legal documents on the LLC’s behalf.
File Your Articles of Organization
Filing the LLC articles of organization is essential because it establishes the LLC in Oregon. Once you are ready to file, you can file online or download the form to submit your paperwork by mail.
Under ORS §63.047, your Oregon articles of organization must include the following:
- Name of the LLC
- Full address of the LLC’s initial registered office and the name of the registered agent at that office
- A mailing address, if different from the LLC’s address
- A statement whether the LLC is managed by managers (manager-managed) or managed by members (member-managed)
- Name and address of the organizer(s)
- A statement that its existence is perpetual or the date at which the LLC will dissolve
- If the LLC will provide professional services, and a description of the services
The filing fee for Oregon LLC articles of organization is $100.
Or you can kickstart your LLC formation with our trusted partner, LegalZoom. They will check if your business name is available and file your articles of organization for $0 plus state filing fees.
Draft an Operating Agreement
Although you’re not legally required to have an Oregon LLC operating agreement in Oregon, it is a critical legal document for an LLC. LLC operating agreements contain provisions relating to members’ rights and responsibilities, management structure, ownership percentages, admission of new members, voting powers, and dissolution procedures. Without an operating agreement, state LLC laws may apply in case of conflict or a dispute among organization members.
Even single-member LLCs should create operating agreements. If you ever want to open a business bank account or apply for a business loan, your financial institution will likely want to see your operating agreement. Other professionals like lawyers and accountants may also ask to see your operating agreement before providing you with services.
Get an EIN
An Employer Identification Number (EIN) or Tax ID number is a number that the Internal Revenue Service (IRS) assigns to business entities. It’s similar to a Social Security number but for your business. You’ll likely need one of these numbers to open a business bank account, pay federal taxes, and hire employees for your LLC. It’s easy and free to apply for your EIN. You can get it done online through the IRS website.
Set Up Business and Tax Accounts
After you set up your LLC, you should register your new business with the Oregon taxing authorities. If your LLC has elected for tax status as a corporation, then your LLC must pay the Oregon excise tax. Oregon does not have a sales tax, so you are not required to collect and remit that. There will be withholding and employment taxes if you hire employees and local business licenses and permits.
Check for Additional Federal or State Requirements
Check state and federal websites to determine if there are any specific rules for your business. For example, some LLCs may have to file a Beneficial Ownership Information Report (BOIR) with FinCEN. Under current law, LLCs created in the United States are “domestic reporting companies” and are exempt from the BOIR requirement.
However, laws may change, so stay up to date with state and federal requirements.
Business and Tax Requirements in Oregon
You must pay all state and federal employment taxes if you have employees. If your business requires a license or permit, you will need to pay any required annual fees. If your LLC conducts business in other states, be sure to comply with registration and tax requirements in those states as well.
State Business Tax
If your LLC elects corporation status for tax purposes, you must pay the Oregon excise tax. Oregon calculates the excise tax on the LLC’s net income with a minimum tax assessed. If your LLC is a pass-through entity where the company income goes on the members’ personal tax returns, the LLC does not pay the excise tax.
State Employer Tax
If you plan to hire employees, even if the employees are also members, you must complete Oregon’s Combined Employer’s Registration to set up accounts for withholding, unemployment taxes, workers’ benefit fund assessment, and, depending on where you operate, transit taxes. Additionally, employers must:
- Report new hires within 20 days of employment date to the Oregon DOJ Division of Child Support
- Provide workers’ compensation insurance.
Sales and Use Taxes
There is no state sales tax. However, Oregon businesses that buy goods outside of the state and resell the goods in Oregon must apply for an Oregon Business Registry Resale Certificate.
Business Licenses and Permits
Oregon does not require businesses to have a general business license. However, several cities have their own requirements. The Secretary of State provides information about local agencies. Many occupations and professions in Oregon have their own licensing requirements as well. The Oregon License Directory provides a list.
Registration in Other States
If you want your Oregon LLC to do business in another state, you must register the LLC as a foreign LLC. Contact the state’s secretary of state office for application requirements. You may need proof of your LLC’s good standing, which you can request from the Oregon Secretary of State. Oregon calls the certificate of good standing a “certificate of existence.” You must also follow that state’s rules for setting up business tax accounts and applying for business licenses. And if you plan to hire employees in that state, you must comply with state tax laws and withholding.
Annual Requirements in Oregon
Every LLC in Oregon must file an annual report to renew its registration. You can do so online through the Secretary of State. File the annual report by your LLC’s anniversary date. There is a $100 state fee. If the information changes, update your LLC’s address and registered agent information.
Also, file and pay your annual excise and income taxes and any annual licensing fees.
Oregon LLC Formation FAQs
The fee is $100 to file your articles of organization.
Single-member LLC. A single-member LLC (SMLLC) is a limited liability company with only one member. The formation requirements for an SMLLC in Oregon are similar to a multi-member LLC, using the same articles of organization form.
Multi-member LLC. Oregon also allows multi-member LLCs where multiple people or “members” own the LLC. MMLLCs can be member-managed or manager-managed (where the members hire a manager to operate the LLC).
Professional LLC. Many states allow licensed professionals such as attorneys, accountants, doctors, and dentists to form professional limited liability companies (PLLCs). Oregon does not have PLLCs. Instead, licensed professionals form a regular LLC and include a description of the professional services in the articles of organization.
Low-Profit LLC or Benefit Company. Some states also allow another type of business called a low-profit limited liability company (L3cs). Oregon does not have this designation. However, if your company considers its impact on society and the environment as part of your decision-making, you can form a benefit company by doing the following:
- Include in your articles or organization a statement that your LLC is a benefit company subject to ORS 60.750 – ORS 60.770.
- Adopt and follow third-party standards.
- Prepare an annual benefit report highlighting the actions and methods used to provide a general or specific public benefit, any circumstances that hindered or prevented a benefit, and how the benefit company successfully met or exceeded the third-party standard.
- Distribute the annual benefit report to the owners and post it on the benefit company’s website.
Articles of organization is proof of your LLC’s existence. You use it to open tax accounts, business banking accounts, or get a credit card merchant account. You can order a copy of the articles of organization from the Secretary of State. The cost is $5 for a plain copy and $15 for a certified copy.
A certificate of existence shows that your LLC has been properly registered in Oregon and complies with the laws and tax obligations. Other states call this a "certificate of good standing." The state does not require it, but you may need one to apply for government projects or for business banking. You can obtain a certificate of existence online from the Secretary of State for a $10 filing fee.
To form an Oregon LLC, you need the following:
- An acceptable LLC business name
- A registered agent
- A registered agent’s office address (a physical address, not a P.O. Box)
- The completed articles of organization
- Payment of the $100 application fee
Although an operating agreement is not a legal document required by the State of Oregon, it is essential to create one as part of your business plan to spell out how you will divide responsibilities, grow, operate daily, and buy out members who might leave.
Oregon limited liability companies offer personal liability protection, which means that your personal assets are safe in case of a lawsuit over a business debt or obligation. This is important to many small business owners.
LLCs also offer flexible tax structures to avoid double taxation. You can elect "pass-through" taxation or have your LLC taxed as a corporation. For information about state taxes for your LLC, contact the Oregon Department of Revenue.
Additionally, there are fewer reporting and record-keeping requirements when compared to a corporation.
You must file an annual report before your LLC’s anniversary date and pay a $100 fee each year to maintain your Oregon LLC. Keep current with tax and business requirements such as licenses and permits.
No. Articles of organization is a required document you file with the Secretary of State to start an LLC. It is a public document.
An LLC operating agreement, however, is a legal document creating rules for governing your business. It is similar to the bylaws of the corporation. The state does not require an LLC operating agreement, but it is an important document to complete for your own planning and organizational purposes. The operating agreement is not a public record but an internal business document.
Yes. If you want to conduct business under another name than is registered with the state, you register for an assumed business name. Other states call this a DBA ("doing business as") name or a trade name. If you’re only doing business under the LLC name you registered with the state, you don’t have to file an assumed business name.
However, if you want to use a different name, you must file an assumed business name with the state and pay a $50 fee. This registration is good for two years.
Many businesses need business licenses or permits to operate the business. The licenses or permits you need depend on the type of business you’re running and its location. Check Oregon’s Business License Directory for the requirements, and contact officials if you need additional help.
Yes. You can apply for an LLC online by accessing the Oregon Business Registry. You might want to use a business formation service company that can handle all the registration paperwork for you.
Mail LLC formation papers to:
Secretary of State
Corporation Division
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327
Papers can be filed in person with the Corporation Division at the same address.
If you choose not to be your own Oregon registered agent, you can use a registered agent service.
Registered agent service companies can file your articles of organization to create your LLC. They also provide privacy protection, keep the LLC compliant, accept service of process, and give entrepreneurs great peace of mind.
- Privacy. The registered agent’s office address is on the public record instead of your home or business address. Since your agent receives service of process, any lawsuits or claims go directly to them. Business disputes don’t go to your place of business or in front of your customers.
- Compliance. If you miss an annual report filing or tax payment with the Oregon Secretary of State, you jeopardize your LLC’s good standing. Plus, late fees and penalties are costly. Registered agent service companies remind you of critical deadlines to keep your LLC compliant.
- Administrative Services. Registered agent service companies assist you when you need help with paperwork and documents. They order documents for you, such as a copy of your articles of organization or certificate of existence.
- Availability. A registered agent’s office must be open to accept service of process Monday through Friday during regular business hours. Your business may not operate during those business days and hours.
A domestic LLC is an LLC formed in the state of Oregon and has authorization to do business there. A foreign LLC is one created under the laws of another state or jurisdiction.
If your Oregon LLC would like to do business in other states, you will need to register your LLC there as a foreign LLC and pay all required taxes and fees and obtain any necessary permits.
Contact the Secretary of State’s office in the new jurisdiction for their requirements. Generally, you will need to do the following:
- Determine if you can use your Oregon LLC’s business name in the new state. Check their business entity database for name availability.
- Request a certificate of existence from the Oregon Secretary of State to prove your LLC’s good standing in Oregon.
- Complete their application as a foreign LLC. Attach the certificate of existence to the application.
- Pay the application filing fee.
If your LLC is registered in another state, but you would like to do business in Oregon, you will need to file an application for authority with the Secretary of State and pay a $275 fee.
If you decide to close your Oregon business, you must wind up your business operations and file a cancellation form with the Secretary of State. Other states call this a "certificate of dissolution." There are a few steps to dissolve an Oregon LLC:
- Follow any dissolution procedures in the LLC’s operating agreement
- Close all business accounts and settle any outstanding taxes
- File amendment/cancellation form completing the sections for cancellation
- Pay the $100 cancellation fee
While some states offer anonymous LLCs, which keep owner’s information private, Oregon does not. However, if you seek privacy, using a registered agent service allows you to keep your contact information confidential.
Disclaimer: The information presented here does not constitute legal advice or representation. It is general and educational in nature, may not reflect all recent legal developments, and may not apply to your unique facts and circumstances. Consider consulting with a qualified business attorney if you have legal questions.
How to Start an LLC in Other U.S. States
Select your state below
- Alabama
- Alaska
- Arizona
- Arkansas
- California
- Colorado
- Connecticut
- Delaware
- Washington DC
- Florida
- Georgia
- Hawaii
- Idaho
- Illinois
- Indiana
- Iowa
- Kansas
- Kentucky
- Louisiana
- Maine
- Maryland
- Massachusetts
- Michigan
- Minnesota
- Mississippi
- Missouri
- Montana
- Nebraska
- Nevada
- New Hampshire
- New Jersey
- New Mexico
- New York
- North Carolina
- North Dakota
- Ohio
- Oklahoma
- Oregon
- Pennsylvania
- Rhode Island
- South Carolina
- South Dakota
- Tennessee
- Texas
- Utah
- Vermont
- Virginia
- Washington
- West Virginia
- Wisconsin
- Wyoming
FindLaw will earn a commission if you purchase business formation products through these affiliate links.
Meet FindLaw’s trusted partner LegalZoom, an industry leader in online business formations
Let’s start your free LLC!
Join the millions who launched their businesses with LegalZoom.
LLC plans start at $0 + state fees.
Prefer to work with a lawyer?
Meet FindLaw’s trusted partner LegalZoom, an industry leader in online business formations
Need Help Forming a Oregon LLC?
FindLaw’s trusted partner, LegalZoom, provides a straightforward process to help you set up your Oregon LLC. Join the millions who launched their businesses with LegalZoom.
LLC plans start at $0 + state fees.