Form an LLC in Oregon.

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Your LLC’s Name

Your new Oregon LLC’s name must be distinguishable from other business entities already on file (registered or reserved) with the state of Oregon. The LLC’s name must include, as the last words of its name, “limited liability company,” “LLC,” or “L.L.C.”

Oregon state law does not allow the LLC’s name, however, to contain the word “cooperative,” “corporation,” “incorporated,” “limited partnership,” “limited liability partnership,” “partnership,” or any abbreviation or derivation thereof.

You can reserve an available LLC name with the Oregon Secretary of State for up to 120 days for $50.

Articles of Organization

To form an Oregon LLC, you must file articles of organization with the Corporations Division of the Oregon Secretary of State. The articles must be signed by at least one person organizing the LLC and delivered, along with a copy, to the Corporations Division, Oregon Secretary of State for filing.

The articles of organization for your new Oregon LLC must include the following information:

  • The LLC’s name
  • The LLC’s registered agent and the address of its initial registered office
  • Whether the LLC is to be manager-managed or member-managed
  • The name and address of each organizer
  • The period of the LLC’s duration (either perpetual or for a specified time)
  • Any other internal operating rules that the members want to specify

The articles may also include other items that the members wish to include (as long as they don’t conflict with state law), even if they are also included in the operating agreement.

Your LLC is considered officially “organized” once the signed original of the articles of organization and the $50 filing fee is received by the Corporations Division of the Secretary of State’s office. The organizer(s) who sign the articles must be at least 18 years of age, and the articles must indicate their name and title or capacity within the LLC.

There is also a $50 fee to file amended articles of organization.

Registered Agent and Office

All Oregon LLCs are required to have a registered in-state agent. This agent is the person or office designated to receive official state correspondence, including notice if the LLC is served with a lawsuit.

A registered agent in Oregon may be an individual state resident whose business office is identical with the LLC’s registered office, or business entity authorized to do business in the State of Oregon. The registered office may be (but is not required to be) the LLC’s place of business. The registered agent must have a business office identical with the registered office, which should generally be open during normal business hours

Operating Agreement

Almost as critical for the LLC as the certificate of formation is the operating agreement. There isn’t an official state requirement to have an operating agreement, but it’s a vital internal document that specifies how your LLC will operate on both the day-to-day and strategic levels. If there is more than one member, the operating agreement must initially be approved unanimously in writing by the members.

The operating agreement should usually list the LLC’s members, specify how much each member has invested, explain how profits will be divided, and state how much proportional “weight” each member has when issues are voted upon.

The operating agreement may also set forth meeting requirements such as the amount of required notice, what constitutes a quorum, voting rules, and so on, but it doesn’t have to. Normally, however, the operating agreement does list requirements for the LLC that are already listed in state law and regulations. It can also include such items as restrictions or constraints on the power of the members to adopt, amend, or repeal the operating agreement.

Membership in the LLC

An LLC is required to have at least one member. Members must be either a natural person or a registered business entity. Members may become a member of or acquire an interest in the LLC when it is first started, when they acquire an interest in the LLC in accordance with the articles or operating agreement (or both), or upon consent of the majority of the members.

To join the LLC, the prospective member usually needs to make some kind of contribution-for example, pay cash or transfer property to the LLC-or undertake a binding obligation to do so.

A member can only resign from the LLC in a manner allowed by the articles of organization and/or the operating agreement. One or both of these documents will also usually state the minimum amount of time a member can maintain membership before being allowed to resign.

A member may voluntarily withdraw from the LLC when an event specified in the articles or operating agreement occurs, or after giving six months’ notice, unless the articles or operating agreement prohibit the member from doing so. A member may not resign from the LLC except in a way that’s in accord with the articles of organization and operating agreement.

A member may be liable for damages caused by a withdrawal not in accordance with the requirements in state law, the articles of operation, or the operating agreement.

Ongoing Requirements

Each Oregon LLC must keep the following records available at its office for review:

  • Names and addresses of all past and present members and managers
  • A copy of the filed articles of organization and any amendments
  • Executed copies of any powers of attorney related to the articles
  • Operating agreement with any amendments
  • A copy of the LLC’s federal, state, and local income tax returns for the three most recent tax years
  • A copy of the LLC’s financial statements for the three most recent years
  • Status of the LLC’s business and financial situation
  • A description and statement of the agreed value of the property or services contributed by each member, the amount and timing when each member has agreed to contribute in the future, and the date on which each became a member
  • If agreed upon, the time at which or the events upon the occurrence of which the LLC is dissolved and its affairs wound up

Also, it’s a good idea to keep on file and available the minutes of the meeting of the board and any committees of the owners or members.

Additionally, Oregon LLCs must file an annual report (with a $50 fee) by the first anniversary of filing the LLC’s articles of organization. After the first year, the state mails a renewal coupon to the LLC, which must be accompanied by a $50 fee. If names or addresses for the LLC need to be updated after the first annual report has been filed, an amendment to the annual report must be filed with the business registry office.

Dissolution

An LLC is dissolved when any one of the following events occurs:

  • Event(s) specified in the certificate of formation or operating agreement
  • A unanimous member vote to dissolve (unless a certain percentage or proportion is stated in the certificate of formation or operating agreement)
  • An event that makes it unlawful for the LLC to continue
  • The LLC’s duration as specified in the articles of organization or the operating agreement expires (if the LLC is not perpetual)
  • When the LLC has no remaining members
  • Administrative dissolution by the secretary of state
  • A court order mandating dissolution

There is a $50 fee for filing articles of dissolution.

Taxes

Oregon imposes a personal income tax on business revenue that passes through to the individual. Certain local governments in Oregon also assess a business income tax. Wages earned by an employee, however, are not subject to the business income tax.

Learn more about forming an LLC in Oregon

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$49

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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EIN / Tax ID Number Providing an EIN is required to open a
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Commonly Asked Questions For Starting a Oregon LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-US Residents allowed to own a Corporation of LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an LLC with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an LLC?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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