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Northwest Registered Agent, LLC

How to Start an LLC in Oregon

Oregon LLCs (limited liability companies) are business entities with strong liability protection, flexible management structure, and certain tax advantages. To officially start an LLC in Oregon, you’ll need to file Articles of Organization with the Oregon Secretary of State’s Corporation Division and pay the $100 filing fee. But first, you’ll need to choose a name and a registered agent for your LLC. Starting an LLC in Oregon can take anywhere between a day to a week, depending on how you file. We’ll take you through how to start an LLC in Oregon.

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1. Name Your LLC

Before you can do anything else, you need to name your LLC. Oregon’s rules for what you can name your LLC are spelled out in OR. Rev. Stat. § 63.04.9 Here’s the gist. Your LLC’s name must:

  • Include either “limited liability company,” “L.L.C.,” or “LLC.”
  • Not include words or abbreviations that suggest it’s another kind of entity, like “corp” or “limited partnership.”
  • Be one-of-a-kind among business names in Oregon.

Already have a business name? Check to see if it’s available.

Can I reserve a business name in Oregon?

Yes. If you’re not ready to form your LLC yet, you can reserve your business name for 120 days by filing the Application for Name Reservation with the Oregon Secretary of State’s Corporation Division and paying the $100 filing fee.

What’s the difference between my LLC’s name and an assumed business name?

Your LLC’s legal name is the one stated on your Articles of Organization.

An assumed business name, also sometimes called a fictitious business name (FBN) or doing business as name (DBA), is any name that you do business under other than your LLC’s legal name (or your own legal name, if you’re a sole proprietor). In Oregon, if you choose to do business under an assumed business name, you need to register that name with the Secretary of State.

Learn how to obtain a DBA.

2. Designate a Registered Agent

Next, you’ll need to appoint an Oregon registered agent. A registered agent is someone (yourself, another individual, or a company like us) designated to accept important legal mail on behalf of your business. In Oregon, all LLCs are required to have a registered agent. You’ll need to have your registered agent’s name and address ready before you fill out your Articles of Organization.

Learn why the pros use a registered agent service.

What does a registered agent do?

The requirements for a registered agent in Oregon are outlined in OR. Rev. Stat. § 63.111. At a minimum, your registered agent must:

  • Have a physical address (no PO boxes or virtual offices allowed) in the state of Oregon.
  • Keep regular business hours.
  • Accept legal mail and correspondence from the Oregon Secretary of State on behalf of your business and get them to you fast.

Can you be your own registered agent in Oregon?

Yes. If you don’t mind listing your name and address on the public record, you can be your own registered agent in Oregon. You’ll have to keep regular business hours at this address and be available to accept legal mail in person.

Can I change my registered agent after I start an LLC?

Yes. You can change your registered agent in Oregon anytime by filing the Change of Registered Agent/Office form with the Secretary of State. Changing your registered agent in Oregon is free.

3. Submit LLC Articles of Organization

To officially form your LLC, you’ll need to complete a form called Articles of Organization. When the form is completed, you’ll submit it to the Oregon Secretary of State online, by mail, or in person and pay the $100 filing fee.

Note: All of the information on this form will become part of the public record.

To fill out the form, you’ll need to provide the following information about your LLC:

  • Company name. Include an indicator like “LLC.”
  • Duration. Check a box to indicate whether your LLC has a known end date or not.
  • Principal office. This must be a physical street address and will go on the public record.
  • Registered agent. This is someone designated to accept service of process on behalf of your LLC.
  • Registered office. This must be a physical address in Oregon where your registered agent is present during office hours.
  • Mailing address. You can use a P.O. box if you want.
  • Management structure. Indicate whether your LLC will be managed by members or managers.
  • Professional services. This is for PLLCs (LLCs that provide a state-licensed service like law or medicine).
  • Optional provisions. Anything you’d like to add goes here. For example: check the box to make your LLC a benefit company and attach supporting documents.
  • Organizer. Whoever is preparing and signing the document.
  • Member Names and Addresses. Members are your LLC’s owners. This step is optional.
  • Manager Names and Addresses. Managers are people hired to run your LLC. This step is optional.
  • Individual with direct knowledge. This is a member, manager, or someone else who knows what your business is up to.
  • Contact name and phone number. If there’s a problem with your filing, the Oregon Secretary of State will reach out to this person.

Ready to start your Oregon LLC Articles of Organization? File for free with Northwest.

How can I keep my personal information off the public record?

It’s true that all names, addresses, and phone numbers you list on this form will be readily available online. Marketers will find you, call you, and inundate you with junk mail. Then they’ll sell your information. It’s what they do.

Hire us and we’ll list our business address everywhere we can on this form so that you can keep your address private. It’s the most effective way to guard your privacy when forming an LLC.

What’s the difference between a member-managed and manager-managed LLC?

In a member-managed LLC, owners (called members) are in charge of day-to-day operations. In a manager-managed LLC, members appoint or hire a manager or managers to run the LLC. Whoever manages your LLC will have the power to enter contracts, hire and fire employees, and open bank accounts, among other things.

For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.

How do I file the Oregon Articles of Organization?

You can submit your articles online, by mail, or in person.

Mail and in person:
Secretary of State – Corporation Division
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327

Online:
Oregon Business Registry

4. Write an LLC Operating Agreement

An operating agreement is a document that specifies, in detail, how your business will be run. It’s the nitty gritty—how much each member invested, how profits and losses are allocated, how voting works, how membership is transferred, and how your LLC will handle disputes if—knock on wood—things go sideways.

Contact a lawyer or use our free Oregon LLC Operating Agreement Template.

Does Oregon require an LLC to have an operating agreement?

Oregon doesn’t legally require your LLC to have an operating agreement. According to OR. Rev. Stat. § 63.057, operating agreements “may” define how your LLC runs and “may be in writing or oral.”

That said, it’s absolutely vital for your LLC to have a solid operating agreement in writing. It’s an internal document, which means you don’t have to file it with the Oregon Secretary of State. But without one, your LLC will be required to operate according to Oregon’s default LLC statutes.

What should be included in an operating agreement?

A solid operating agreement will explain how the business will handle “big picture” situations—everything from allocating profits to dissolving the business. Here is a list of common topics covered by operating agreements:

  • initial investments
  • profits, losses, and distributions
  • voting rights, decision-making powers, and management
  • dissolving the business

OR. Rev. Stat. § 63.057 gives LLCs a lot of leeway in creating an operating agreement—you can basically include anything not forbidden by law or the Articles of Organization.

Does a single-member LLC need an operating agreement?

Yes. You might not need an operating agreement to navigate a disagreement with yourself, but you’ll need an operating agreement to open a bank account and to help maintain your LLC’s limited liability.

5. Get an EIN

An EIN (“employer identification number”) is like a social security number for your business. The IRS will use your EIN to identify your business on tax filings. You can apply for an EIN directly from the IRS for free. Applying online is the fastest way to get an EIN, but you’ll have to use the paper form if you don’t have a social security number.

Learn How to get an EIN for your LLC.

Do I need an EIN for my Oregon LLC?

Yes. Legally, you only need an EIN if you have employees or are taxed as a corporation. But just about every bank requires an EIN to open a business bank account. Plus, if you have an EIN for your Oregon LLC, you won’t need to provide vendors or other strangers with your social security number.

Sound tricky? We can handle it for you.

What To Do After Forming Your Oregon LLC

6. Open a Bank Account

Your LLC needs a bank account. Why? An LLC has limited liability because it’s a distinct entity, separate from its members. If you mix personal and business finances, you could lose your liability protections.

To open a bank account for your Oregon LLC, you’ll need to bring the following to the bank:

  • Oregon LLC Articles of Organization (a copy is fine)
  • the LLC’s operating agreement
  • the LLC’s EIN
  • an LLC Resolution to Open a Bank Account (if your LLC has more than one member).

If your LLC has more than one member, use our free LLC Resolution to Open a Bank Account.

7. Fund the LLC

You’ve got an LLC and a bank account—time to fund it. Each member should make an initial contribution to pay for their membership interest. Typically, members make initial contributions by writing a check to the LLC’s bank account, but members can also contribute property or services to the LLC. It’s important to note that contributions made in the form of property or services often trigger tax events.

What is LLC membership interest?

Membership interest is your percentage of ownership in the LLC. Membership interest is typically proportionate to your investment. For example, if four members each invest $1,000 in the business and the fifth member invests $6,000, the first four members will each own 10% of the business and the fifth will own 60%. Membership interest is often directly correlated to voting power.

8. File State Reports & Taxes

Oregon LLCs must file an annual report with the Secretary of State each year. Your LLC’s annual report basically serves to ensure the state has updated information on who owns your LLC and how to get in touch with your business. The Oregon annual report costs $100 to file.

Tired of paperwork? Let us file your annual report for you

When is the Oregon Annual Report due?

In Oregon, annual reports are due on the anniversary day of when you first filed your Articles of Organization.

How are Oregon LLCs taxed?

LLCs in Oregon with default tax classification are taxed as pass-through entities. This means that profits “pass through” the LLC itself and are distributed to the owners (members), who then report the profits as earnings on their personal tax filings. An Oregon LLC’s profits are subject to the federal self-employment tax rate (15.3%). LLCs can file paperwork with the IRS to be taxed as an S-corp or C-corp.

Learn more about S-Corp Vs LLC tax designation.

Ready to Start an LLC in Oregon?