Oregon LLC Formation Options
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How to Start an LLC in Oregon
To start an LLC in Oregon, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Organization with the Secretary of State’s Corporations Division. You can file the document online, by mail or in person. The articles cost $100 to file. Once filed with the state, this document formally creates your Oregon LLC.
According to OR Rev Stat § 63.111 (2019), every Oregon LLC must appoint an Oregon registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your LLC. But you’ll need to know if your preferred name is available in the state of Oregon. To find out, visit https://sos.oregon.gov/business/pages/find.aspx and search until you find the perfect name for your LLC.
Once you know who your registered agent will be and what your LLC name is, you’re ready to file your Oregon Articles of Organization. Follow along with our filing instructions below:
Filing the Oregon LLC Articles of Organization
Learn more about each Articles of Organization requirement below. Note that the information you provide becomes part of the public record—permanently.
Or skip the form entirely and hire us to form your Oregon LLC. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private. And for the cheapest way to start a business? Pay just $35 out the door with our VIP monthly payment option.
1. Company Name
You have to include “Limited Liability Company” or an abbreviation like “LLC.” You can’t include words that would make people think you’re a different business entity like “corporation.”
If you’d like your LLC to continue indefinitely, choose “perpetual.” If you want your LLC to end on certain date, you can enter that date here.
3. Principal Office
Your principal office has to be a physical address and will be a permanent public record for your LLC. Hire us as your registered agent and you can use our Oregon address as your principal address.
4. Registered Agent
Your Oregon registered agent must be available during business hours to accept legal notices for your LLC. You can list yourself, someone else, or an entity like Northwest. Naturally, we recommend Northwest.
5. Registered Office
This is a physical Oregon address that will be a permanent public record for your LLC. When you hire Northwest, our address goes here.
6. Mailing address
For this address you could list a PO Box, but whatever address you enter will be a permanent public record. Don’t want to expose your mail or have the painful task of opening it? If you hire Northwest, we’ll get your mail and scan it to you the same day we receive it so you never have to go to that pesky mailbox and risk paper cuts or have to deal with throwing away a letter after the fact.
7. LLC Management
You have to choose whether your LLC will be “member managed” or “manager managed.” Members are LLC owners. In a member-managed LLC, members share decision-making powers. In a manager-managed LLC, members gives these powers to one or more managers instead. A manager can be a member but doesn’t have to be.
8. Professional Services
If you provide a state-licensed professional service like a law, medicine, accounting, or engineering, you’ll have to form a PLLC. Most LLCs are not PLLCs.
9. Optional Provisions
Here is where you add in any additional information you would like listed in your articles of organization. For instance, if you’d like to form a benefit company (an LLC with a charitable, educational or otherwise beneficial purpose), you can tick the box and add a separate sheet with supporting information, including your business purpose.
10. Oregon LLC Organizer
Someone must sign as the person organizing your LLC. The title can be just “organizer.” If you hire us, we will be the organizer, and our information will go here—better keeping your name and address off public records.
11. Oregon LLC Members
If you selected to be member managed, you have to list a member here. You can list another LLC as the member if you don’t want to list your personal name. Tip: If you hire us, we can list our address here.
12. Oregon LLC Managers
If you selected to be manager managed, you have to list one manager here. A manager could be another LLC you own. Tip: if you hire us, you can list our address here.
13. Individual With Direct Knowledge Requirement
For Oregon LLCs, “individual with direct knowledge” means a human being who knows and maintains contact with whoever owns the LLC. As personal privacy advocates, we’re aware that requires most people to list themselves unless they can find someone else who would like to be listed on the articles. If you leave this section blank, your filing will be rejected. Tip: If you value your privacy, you could form a Wyoming LLC and register an out of state LLC as a foreign LLC in Oregon. Doesn’t change anything other than cost and bypass this invasion of your privacy requirement.
14. Contact Name & Phone Number
Yes, if you put your phone number here, it will become a permanent record that is downloaded, neatly organized, and sold to every single data buyer in the world and will then be resold and resold and you’ll get a lot of phone calls. We allow our clients to put our phone number and information here to save you from endless annoyances.
Why Have a Registered Agent Form Your Oregon LLC?
Professionals in Oregon hire registered agent services like Northwest Registered Agent to start an LLC—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is in Keizer, OR. We’re on a first name basis with the people who work in the Secretary of State’s Corporations Division. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Keizer registered office address on your LLC’s formation documents. Why? If you’re starting a business from your apartment in Portland, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding and Business Address
We already accept your legal mail—so why not take it a step further? In every state, we include limited digital mail forwarding for your regular mail too (5 pieces of regular mail a year; $15 a doc after that). Plus, you can list our address as your business address. That means you can have all business mail routed through our office. With both mail forwarding and a business address included, you get a level of security unmatched in the formation industry.
And now, try our in-house Northwest Phone Service for 60 days, free of charge with our formation service. Get a virtual phone number with your choice of area code, make and receive calls from any device, and more—for just $9 a month.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your LLC in Oregon. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Oregon LLC Is Formed?
After your Oregon Articles of Organization are approved, you still have a few more important steps to take, including getting an EIN, drafting an operating agreement, opening a bank account, funding the LLC and learning about state reporting and tax requirements.
Get an EIN
An EIN (“Employer Identification Number”) is a federal tax ID assigned to your business by the IRS. The IRS uses your EIN to easily identify your business on tax filings.
Does an Oregon LLC need an EIN?
You will need a federal tax ID if you want to hire employees or be taxed as a corporation with the IRS. Just about every bank will require you to have an EIN for your new Oregon LLC. They are free and easy to get online. Generally speaking, it is best to get an IRS EIN even if you don’t think you need it right now. If you run into a situation where a vendor asks for it, then you have it. An Oregon LLC EIN number will help establish credit with many of the vendors you’ll do business with and give you the option to not provide them your personal social security number.
How do I get an EIN for my LLC?
You can apply for an EIN directly from the IRS at no cost. Most businesses are able to apply online, but if you don’t have a social security number, you’ll need to apply with a paper form. Want one less thing to do? Add on EIN service when you hire us, and we’ll get your EIN for you. Or choose our VIP service—an EIN is included.
Write an LLC Operating Agreement
Operating agreements put into writing how your business actually operates—how much each member invested, how profits and losses will be allocated, how voting works, and what happens if there’s a dispute or if the whole business (knock on wood) falls apart.
Do I need an operating agreement for an Oregon LLC?
Oregon doesn’t legally require an operating agreement. According to state statute OR Rev Stat § 63.057 (2019), an operating agreement, MAY provide for the regulation and management of the affairs of your limited liability company.
That said, an operating agreement isn’t just annoying paperwork. It’s one of your LLC’s most important internal documents, and creating one can help your LLC with everything from opening a bank account to handling major events from mergers to dissolution.
What should be in an operating agreement?
An operating agreement should explain how the business will handle “big picture” situations—everything from allocating profits and losses to dissolving the business. Below is a list of common topics that operating agreements should cover.
Profits, losses, and distributions
Voting rights, decision-making powers, and management
Transfer of membership interest
Dissolving the business
OR Rev Stat § 63.057 (2019) gives broad freedom to the operating agreement, allowing for anything not forbidden by law or the Articles of Organization.
How do I write an operating agreement?
To write an operating agreement, you need to address how your business will handle money, members, votes, management, and more. Not sure how to get started? At Northwest, we’re here to help your LLC get off on the right foot. When you hire us, we provide your business with a free LLC operating agreement, specific to your management style. We’ve spent years developing these agreements and other free LLC forms—which have been used by over a million LLCs.
Open an LLC Bank Account
Your LLC needs its own bank account. Why? An LLC gets its limited liability from being a distinct entity, separate from its members. If you mix personal and business finances, you could lose your liability protections.
How do I open a bank account for my Oregon LLC?
To open a bank account for your Oregon LLC, you will need to bring the following with you to the bank:
A copy of the Oregon LLC Articles of Organization
The LLC operating agreement
The LLC’s EIN
If there are multiple members in the LLC, you may also want to bring an LLC resolution to open a bank account that states that the person going to the bank is authorized by the members to open the account in the name of the LLC. Northwest can help with this as well—LLC bank resolutions are one of the many free legal forms we provide to ensure you can get your LLC started fast.
Fund the LLC
Time to put some money in that new LLC bank account. What money? For starters, your initial contributions to your LLC’s capital. LLC members are owners, and each owner needs to pay for their membership interest to fund the LLC.
What is membership interest?
Membership interest is your percentage of ownership of the LLC. Membership interest is normally proportionate to your investment. So how does this work?
Imagine your LLC has 5 members. 4 members each invest $1,000 in the business. One member invests $6,000. The total contribution of all members is $10,000. The 4 members each own 10% of the business. The moneybags member who shelled out $6,000 owns 60% of the business.
Typically, this also means that the 4 members would each get 10% of any profits, and moneybags would get 60%. Exactly how profits and losses are allocated, however, can be adjusted in the operating agreement as long as changes are in line with IRS requirements and Oregon laws.
File Oregon Reports & Taxes
Oregon LLCs are required to file a state report each year. This report is basically an information update you file so the state knows who currently runs things and how to contact your business. Oregon LLCs are also subject to state tax filing requirements.
How much is the Oregon Annual Report fee?
The fee for the Oregon LLC Annual Report is $100.
When is the Oregon Annual Report due?
Your Oregon Annual Report or Renewal is due on the anniversary day of when you initially filed your LLC.
When you sign up for Northwest, we send you reminders for your annual report due dates. Want one less thing to worry about? With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
What should I know about Oregon LLC taxes?
The state of Oregon uses a progressive personal income tax system that starts at 5% and tops out at 9.9% for income above $125,000 for singles and $250,000 for joint tax returns.
In addition to the state net income tax rates, there are also a lot of local income taxes with an average rate of .36% that are added on top of your personal state level rate when filing your annual personal income tax return in the spring. Oregon has one of the highest personal and corporate tax rates in America but, there is no sales tax in Oregon, so if you need to purchase a lot of equipment to start your Oregon LLC you can save a lot of money on sales tax and have lots of write offs to lower your net income tax rate.
Oregon LLC FAQs
How can I submit the Oregon LLC Articles of Organization?
You can file Oregon articles online, by mail or in person. Paper filings must be submitted to the following address:
Secretary of State
255 Capitol St. NE, Suite 15
Salem, OR 97310-1327
How much does it cost to start an Oregon LLC?
The filing fee for your Oregon LLC Articles of Organization is $100.
Hire Northwest for a one-time fee of $325, including state filing fees, a year of registered agent service, limited mail forwarding and loads of useful forms and tools to help get your Oregon LLC up and running. Or, pay just $35 out the door with our VIP monthly payment option.
How long does it take to start an Oregon LLC?
Filing online processes in five hours. The average processing time for mail in registration is 5-7 business days.
If you hire Northwest to start your LLC, we file online and typically have your Oregon LLC formed within 1 business day.
Does an Oregon LLC need a business license?
There is no state level generic Oregon Business License. There are a LOT of options for professional and occupational services you may provide that will require you to obtain a specific business license with that Oregon Agency to comply with their specific rules to offer those services in Oregon. There’s actually over 1000 different occupational licenses in Oregon. You can do an Oregon LLC License Search to see if your services you’ll offer might require an Oregon Business License.
Need an EIN or a certified copy of your formation docs for your license applications? Northwest can help. You can easily add on these items to your LLC formation order.
What is an Oregon Business Identification Number?
An Oregon BIN or Business Identification Number is the number the Oregon Department of Revenue gives you when you register with the Department of Revenue for taxes or to hire employees. You can get it through the Oregon Central Business Registry here. The Oregon LLC BIN number is different than your Oregon LLC Corporation Division Registry number your LLC gets after you create it. Both of these numbers will carry throughout all your transactions with Oregon Government Agencies, You’ll use them if you want need a business license or when communicating with the Department of Revenue as well as all things employee related.
How to get an Oregon BIN with the Central Registry System
How to look up your Oregon LLC Corporate Registry Number
Do I need an Oregon BIN for my LLC?
You only need an Oregon Business Identification Number for an LLC if you will elect to be taxed as a C or S corporation or you are going to hire employees.
Can an Oregon LLC help me live more privately?
Yes. While you can’t remove all ownership information from an Oregon public filing (like you can in states like New Mexico, Delaware, and Wyoming), an Oregon LLC can still help you reduce your public footprint. For example, you can maintain a significant degree of address privacy by listing our address on public docs instead of your own. Check out our page on living privately with an LLC to learn more.
What is a foreign Oregon LLC?
A foreign Oregon LLC is any LLC formed outside of Oregon but registered to do business in the state. For example, if you formed an LLC in Washington but wanted to conduct business in Oregon as well, you would register as a foreign LLC in Oregon by filing an Application for Authority to Transact Business with the Oregon Secretary of State. The fee is $275. Like domestic LLCs, foreign LLCs in the state have to file annual Oregon annual reports. Northwest can register your foreign Oregon LLC for you today!
How can I get an Oregon phone number for my LLC?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your LLC, and maintaining service is just $9 monthly after that. No contract required.
How to Order LLC Formation Service
Our Oregon LLC formation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
With Northwest, we give you flexibility on how to pay. You can pay all the fees up front (this includes one full year of registered agent service). Or, pay just $35 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
We’ll prepare your Oregon Articles of Organization and send them to the Secretary of State for approval. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Oregon Secretary of State has approved your filing, we notify you that your Oregon LLC has been legally formed. You can now take any necessary next steps, like getting an EIN and opening a bank account.