Our picks for LLC formation services
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ZenBusiness |
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Visit ZenBusiness |
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Northwest Registered Agent |
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Visit Northwest |
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LegalZoom |
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Visit LegalZoom |
When starting a new company, choosing a business entity is the most important decision that the founders must make. For most businesses with more than one founding member, forming an LLC is often the best option. An LLC is an uncomplicated business structure that affords business owners legal protection by separating personal assets from business debts.
The process of forming a limited liability company in Oregon is straightforward and uncomplicated. However, to avoid a misstep in the filing process, follow these steps to start an LLC in Oregon, and refer to the checklist at the bottom of the post to familiarize yourself with the legal and financial requirements for LLCs in the state.
Starting an LLC in Oregon Step-by-Step
1. Select a name for your Oregon LLC
Follow naming requirements
There are two major guidelines to follow when naming your LLC in the State of Oregon:
- An LLC’s name must be distinguishable from the names of existing business entities on file with the Oregon Secretary of State.
- An LLC’s name must contain one of the following phrases or abbreviations: “Limited Liability Company”, “LLC”, or “L.L.C.”
Need help coming up with a business name? Check out our free business name generator.
Check LLC name availability
Make sure that your chosen LLC name is available in Oregon using the Oregon Secretary of State Business Name Search.
Reserve your LLC name with the Oregon Secretary of State
Reserving a business name prevents another business entity from using it before you file your Articles of Organization and form your LLC in the state, so it’s a good idea to do so if you anticipate any delay in filing.
File an Application for Name Reservation with the Oregon Secretary of State online using the Oregon Business Registry in order to reserve the name for up to 120 days. The filing fee is $100.
Read more: How to perform an Oregon business name search
2. Designate a registered agent
As in every U.S. state, forming an LLC in Oregon requires the appointment of a registered agent service to handle state and federal legal documents and service of process on the business’s behalf.
The registered agent must either be a state resident or business entity with a street address in Oregon OR, if the individual or business is based out-of-state, they must have a business office in Oregon.
Our picks of the best registered agent services
- ZenBusiness: There’s no need to stress about filing paperwork when you work with ZenBusiness. This company offers a great variety of LLC services, the focus of which is to ensure your business is set up correctly with the proper paperwork filled out and delivered to the right branch of your state government. Of course, ZenBusiness does charge for their services, but customers say they get the most bang for their buck.
- Northwest Registered Agent: Starting a business requires a lot of state-mandated paperwork, which can be confusing for new business owners. Northwest offers business services that can help entrepreneurs find the right documentation, fill it out, and file it on time with the right government agency. In addition to helping you set up an LLC, Northwest has a host of additional services, like registered agent services, that new owners will find useful too.
- Bizee: Bizee offers a great library of material to help first-time business owners figure out what kind of business they should set up. From there, Bizee will aid with documentation and filing procedures and demystify terms like registered agent, articles of organization, and EIN. The company has a strong reputation and great reviews online, too.
Read more:How to Find Best Registered Agent in Oregon
3. File Articles of Organization
An LLC is formed in Oregon through the filing of Articles of Organization-Limited Liability Company with the Oregon Secretary of State.
The Articles of Organization must provide the following information:
- LLC name, principal office address, and email address
- Mailing address for Secretary of State notices
- Whether the LLC is perpetual or will end at a set date
- Registered agent name and address
- Whether the LLC is member-managed or manager-managed
- Whether the LLC is a professional LLC
- LLC organizers’ names and addresses
- Name and address of an LLC member or manager
You can file the articles online or print and complete a form and file by postal mail. The filing fee is $100.
4. Draft an operating agreement
Although not a legally mandated step for forming an LLC in Oregon, drafting a comprehensive LLC operating agreement is strongly recommended for all nascent limited liability companies.
The operating agreement should do the following:
- Describe the LLC’s business structure
- Establish the individual responsibilities and obligations of LLC members
- Detail how the LLC will be run
Without an operating agreement clarifying the specific duties of its members, an LLC may face significant legal and operational difficulties.
5. Obtain an IRS Employer Identification Number (EIN)
All newly formed LLCs in the United States must acquire an Employer Identification Number (EIN) from the Internal Revenue Service (with the exception of single-member LLCs).
The nine-digit EIN is like a social security number for a business and is necessary to pay income tax, file tax returns, open business bank accounts, and perform many other important functions.
You can apply for an EIN online on the IRS website without paying a filing fee.
6. Fulfill your Oregon LLC’s additional legal obligations
Once an LLC is registered, its members must devote attention to fulfilling legal requirements that apply for the duration of the company’s existence.
File annual reports (annual renewal)
All LLCs active in Oregon must file an annual report (AKA annual renewal) with the Secretary of State each year by the anniversary of the effective date of its Articles of Organization or the date it become authorized to do business in Oregon (foreign LLCs).
The annual report must be filed online. The annual report filing fee is $100 for LLCs formed in-state and $275 for foreign LLCs.
Read more: What is an annual report?
Register with the Oregon Department of Revenue
Certain LLCs active in Oregon must register with the Oregon Department of Revenue in order to satisfy a number of state tax obligations. Although Oregon does not impose a sales tax like a majority of states, LLCs with employees must register with the DOR.
Visit the Oregon Department of Revenue website for forms and additional registration information.
Obtain business licenses and permits
Certain LLCs active in Oregon may be required to obtain one or more state or local business licenses or permits depending on their type of business and location.
Read through the Oregon Start a Business Guide for information on how to fulfill state business license requirements. Specific licenses can be searched for using the Oregon License Directory.
For information on local licensing requirements, contact a city or county clerk in the city or county where your LLC is located.
Read more: How to Get a Business License
7. File a BOI Report
Effective January 1, 2024, the Corporate Transparency Act (CTA) mandates that most corporations, LLCs, and similar entities in the U.S. report their beneficial owners’ information to FinCEN. In Kansas, a beneficial owner is identified as someone with significant control or at least 25% ownership of the entity. Required information includes the owner’s name, birth date, address, and ID number from an approved document, along with its image.
Entities established or registered before the 2024 cutoff must file their initial reports by January 1, 2025.
For businesses formed in 2024, there is a 90-day window after confirmation of formation to file, while those established afterward have 30 days from their creation or registration date to comply. Filings are processed electronically via FinCEN’s BOI reporting portal.
LegalZoom can help you file a compliant and stress-free BOI Report for only $149.
Oregon LLC checklist
Naming requirements
An Oregon LLC’s name must obey the following guidelines:
- Must be distinguishable from the names of existing business entities on file with the Oregon Secretary of State.
- Must contain one of the following phrases or abbreviations: “Limited Liability Company”, “LLC”, or “L.L.C.”
Formational documents and filing fees
- Application for Name Reservation – $100 filing fee (optional)
- Articles of Organization-Limited Liability Company – $100 filing fee
Registration procedure
- An LLC is formed in Oregon through the filing of Articles of Organization-Limited Liability Company with the Oregon Secretary of State.
Additional legal obligations
- File annual reports (Annual Renewals) – Required for all LLCs doing business in Oregon
- Register with the Oregon Department of Revenue – Required for some Oregon LLCs, including those with employees
- Obtain business licenses and permits – Required for certain Oregon LLCs depending on business type and area
Foreign LLC registration
An LLC formed in a different state that intends to do business in Oregon must register with the Oregon Secretary of State.
Follow these steps to do business in Oregon as a foreign LLC:
- Comply with Oregon LLC naming guidelines and confirm that your LLC name is available in the state with the Oregon Secretary of State Business Name Search.
- Appoint an Oregon registered agent.
- File an Application for Authority to Transact Business–Foreign Limited Liability Company with the Oregon Secretary of State. The application can be filed online or through the mail. The filing fee is $275.
- The application must include either the LLC’s registration number in its home state or a Certificate of Good Standing or a Certificate of Existence from the LLC’s home state that is no more than 60 days old.