How to Form an LLC in Oregon in 7 Steps

When you form an Oregon LLC, you will need to pay $100 to file the Oregon articles of organization. Each year after that, you will need to file your annual report yearly and pay a $100 fee filing fee.

The fee is $100 to file your articles of organization.

Each year you operate your LLC in Oregon, you must keep it in good standing by filing an annual report and paying a $100 annual report fee.

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. MMLCCs 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.