Register an Oregon Foreign LLC
An Oregon foreign LLC was not formed in Oregon but plans to do business there. Registering a foreign LLC in Oregon involves submitting an Application for Authority to Transact Business to Oregon's Secretary of State and paying a $275 state filing fee. According to the OR Secretary of State, if you expect to make a profit off your LLC's activities in Oregon, then you will probably need to register as a foreign LLC. You will also need to register with the state if you hire employees, bid on contracts, or apply for a professional license in Oregon.
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How To Register a Foreign LLC in Oregon
The process of registering as a foreign LLC in Oregon, called foreign qualification, requires you to submit an Application for Authority to Transact Business to Oregon’s Secretary of State, Corporations Division. Here’s what you’ll need to do:
1. Appoint an Oregon Registered Agent
Oregon requires that all foreign LLCs have an Oregon Registered Agent. The registered agent is the the person (or business) responsible for delivering important mail and legal documents to your foreign LLC. Your Oregon registered agent must have a physical address in the state and be available during regular business hours.
Can I be my own Oregon registered agent for my foreign LLC?
Unless you live in Oregon, you cannot be your own registered agent there. You can appoint an Oregonian friend, relative, or employee or hire a professional registered agent with an Oregon office.
Why hire a professional registered agent service?
Do you like privacy? Because hiring a professional registered agent can help you get privacy. Many registered agent services (including ours) let you to use their name and business address on public documents instead of yours, which makes it that much harder for scammers and spammers to gain access to your personal information.
2. Complete the Application for Authority
This is where the rubber meets the road. Your Oregon Application for Authority to Transact Business will allow your foreign LLC to register to do business in Oregon. To successfully register, you’ll need to 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 get started? Register your foreign LLC in Oregon with Northwest.
How much does it cost to file the Application for Authority for foreign LLCs in Oregon?
Oregon charges $275 to file the application. You can pay online with a credit or debit card, or by mail with a check.
How do I file the the Application for Authority for foreign LLCs in Oregon?
You can file online, in person, or by mail.
Online:
Oregon Secretary of State
Mail and in person:
Secretary of State
Corporation Division
255 Capitol St. NE, Suite 151
Salem, OR 97310
Do foreign LLCs need to file Oregon Articles of Organization?
No. Only domestic Oregon LLCs file OR Articles of Organization.
Do I need to file a Certificate of Good Standing?
You only need to include a Certificate of Good Standing/Existence with your application if you can’t provide a registry number from your home state.
3. Receive confirmation from Oregon Secretary of State
Online filers will receive an email notification from Oregon that their LLC now has the authority to do business in the state. In-person filers will receive notification while they wait. People who file by mail will receive a mailed acknowledgment of the LLC’s authority to do business.
How long will it take Oregon to process my paperwork?
Oregon processes online filings in about one day. Processing time for mailed filings is typically 5 to 7 business days after your application is received, although Oregon asks that you wait two weeks for it to arrive before contacting the Secretary of State’s office.
Oregon Foreign LLC Registration FAQ
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
How does Oregon define doing business for foreign LLCs?
The Oregon Secretary of State considers you to be doing business in the state if you’re an Oregon 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.
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 the next year.
How can I withdraw my Oregon foreign 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 than “amendment.” The cost is $275.
Online withdrawal filing is 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
How will my foreign LLC be taxed in Oregon?
When it comes to taxes, Oregon LLCs, both foreign and domestic, are classified as pass-through entities by default, meaning the profits and losses from the business will pass through the LLC to the personal tax forms of each member. LLC members will also be on the hook for self-employment taxes of 15.3% (12.4% for social security and 2.9% for Medicare). An LLC can also elect to be taxed as an S-corp or C-corp.
For more information on Oregon taxes, check out our Oregon tax guide.
How can 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, a DBA may be more your style!
