How to Form an LLC in Oregon
Oregon Secretary of State – Corporation Division
255 Capitol Street NE – Suite 151
Salem, OR 97310-1327
Statutory Authority: Oregon Limited Liability Company Act — Or. Rev. Stat. § 63 (2011)
Oregon LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization.”
3. Prepare a letter of Transmittal.
4. If paying by credit card, complete the “Credit Card Cover Sheet.”
5. Submit the completed documents, along with a photocopy and your filing fees, to the Oregon Secretary of State.
Oregon Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in Oregon:
1. Company name
3. Registered agent name and address
4. Mailing address
5. Name and address of each organizer
6. Management structure
7. Description of services to be rendered if rendering a professional service
8. Optional provisions
9. Name and address of each member and/or manager
10. Signature, printed name, and title of each organizer
11. Contact person name and phone number
Oregon LLC Fee Schedule
Name Reservation: $100.00
Articles of Organization: $100.00
Application for Authority: $275.00
Certified Copy: $15.00
Annual Renewal: $100.00
Articles of Dissolution: $100.00
Your company name must end with a limited liability company designator. In Oregon the specific limited liability company designators are: “Limited Liability Company” “L.L.C.” “LLC”.
Conduct an entity name search on the Oregon Secretary of State’s website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by completing the “Application for Reservation of Name” and mailing it to the Secretary of State. You must phone 503-986-2200 to obtain this form.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Oregon requires that every business entity have and maintain a registered agent in the state. The registered agent may be either an Oregon resident or active Oregon business entity that has an Oregon street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are an Oregon resident and have an Oregon street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form an Oregon limited liability company. Nevertheless, Oregon permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File an Annual Renewal.
Registering as a Foreign Entity
1. Complete the “Application for Authority to Transact Business – Foreign Limited Liability Company.”
2. Provide a web-verifiable registry number from the entity’s home jurisdiction or attach an official certificate of existence, current within 60 days of delivery to the Oregon Secretary of State.
3. Submit the completed document, along with the $275.00 filing fee, to the Oregon Secretary of State.
Dissolving an Oregon LLC
1. Complete the “Articles of Amendment/Dissolution.”
2. Submit the completed document, along with the $100.00 filing fee, to the Oregon Secretary of State.