Register an Oregon Foreign LLC
Registering a foreign LLC in Oregon is required by law if you’ve formed an LLC in another state or jurisdiction and want to open a Oregon location. (“Foreign,” in this sense, means out-of-state).
But how do you know if you’re doing business in Oregon? The Oregon Secretary of State says that if you expect to make a profit off your activities in Oregon, then you probably meet the definition of “doing business.” In this guide, we’ll show you how to register your out-of-state LLC in Oregon.
Application for Authority to Transact Business
Register your Oregon foreign LLC by filing an Application for Authority to Transact Business.
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To register a foreign LLC in Oregon, you must submit an Application for Authority to Transact Business. This process is known as a foreign qualification. Here’s what you’ll need to do.
Unless you live in Oregon, you cannot be your own registered agent in Oregon. You can, however, appoint a friend, relative, or employee to be your registered agent if they live in Oregon—as long as they’re okay with listing their physical address on the public record and being available to accept legal mail in person. Keep in mind that expanding beyond their home state’s borders is a time when many businesses hire a registered agent service.
Visit the Oregon Secretary of State to file online. You can also print out the Oregon Application for Authority to Transact Business and mail it to the Oregon Secretary of State’s office. Either way, make sure you include the following information:
- Name of LLC. This should be the same as in your home state.
- Home state’s registry number. If you can’t provide a registry number, attach a certificate of existence dated within 60 days. This is similar to what other states call a certificate of good standing.
- The date your LLC was originally formed in your home state.
- Whether your LLC has a known end date and if so, what that date is.
- Home jurisdiction where your LLC was originally formed.
- Name and address of the registered agent. This must be a physical address in Oregon.
- Principal address of business.
- Mailing address of business.
- If the LLC will be managed by members or managers.
Ready to go? Register your foreign LLC in Oregon with Northwest.
The processing fee is $275 for normal LLCs regardless of if you register online or by mail. But for nonprofits, the cost is only $50.
You can pay $5 to receive an optional confirmation copy of the application. Processing time is typically 5 to 7 business days after your document is received, although Oregon asks that you wait two weeks for it to show up before contacting the Secretary of State’s office.
FOREIGN LLC FAQ
What is a foreign LLC?
A Foreign LLC is simply an LLC formed in one state or jurisdiction that then registers to do business in another state or jurisdiction. Once a foreign LLC registers in Oregon, it’s granted a certificate of authority and can do business in the state just like any Oregon LLC. This is a different process than domestication, which is the process of moving your business to a new state entirely.
Do foreign LLCs need to file a certificate of formation?
No. Your formation documents are kept in the state in which you initially formed your LLC, and your LLC will continue to be regulated by that state. Registering as a foreign LLC in another state simply allows you to do business in that state.
OREGON FOREIGN LLC REGISTRATION FAQ
What does it mean to “do business” in Oregon?
The Oregon Secretary of State says you’re doing business in the state if you’re a taxpayer with one or more of the following:
- Goods to sell
- An office or business area
- Employees providing service
- An “economic presence” or “substantial nexus” within the state, which includes doing things like filing reports and returns with Oregon regulatory bodies, marketing to Oregon residents, and generally making money from Oregon residents
Read more about what counts as doing business in another state.
How much does it cost to file the Application of Authority for foreign LLCs in Oregon?
The cost is $275 for regular LLCS, or $50 for nonprofit foreign LLCs. You can pay online with a credit or debit card.
How do I amend a foreign LLC in Oregon?
Submit an Amendment to Application of Authority. Oregon uses the same form to both amend and withdraw a foreign LLC, so make sure to fill out the portion marked “amendment” rather than “withdrawal.” Otherwise, you risk withdrawing a foreign LLC unintentionally. The cost is $275.
Online amendments are not available right now so you’ll need to print out the form and mail it to the following address:
Secretary of State
Corporation Division
255 Capitol St. NE, Suite 151
Salem, OR 97310
Do I have to file an annual report for my foreign Oregon LLC?
Yes. The Oregon annual report should be filed no later than the first anniversary of when you registered your foreign LLC in Oregon. So if you registered your foreign LLC in Oregon on February 20th, you’d need to complete an annual report by February 20th of the next year.
What happens if you don’t complete your annual report? Your foreign LLC risks losing its good standing in Oregon.
How can I dissolve my foreign Oregon LLC?
Fill out a Withdrawal of Authority to Transact Business. It’s the same form Oregon uses to amend a foreign LLC, so make sure to fill out the section marked “withdrawal” rather “amendment.” The cost is $275. Note that this doesn’t dissolve your LLC in your home state—it just revokes its authority to do business in Oregon.
How do I find out if a business name is available for my Oregon LLC?
Perform a Business Name Availability Check through the Secretary of State’s website. It will check the main words in your proposed foreign LLC name and compare them to businesses that are already on file. The final decision will be made by an Oregon filing officer after you submit your paperwork.
What if my foreign LLC business name isn’t available?
If someone is already using a name that’s similar to yours, Oregon law (ORS 63.717) requires the addition of a few words to your existing name to avoid confusion. Let’s say you have a foreign LLC named Daisy’s Delicious Donuts. The business started in Washington, and now you want to register it in Oregon. However, that name already exists in Oregon. In that case, your name would become “Daisy’s Delicious Donuts LLC, a limited liability company of Washington.”
If that name is too complicated for you, feel free to get a DBA.