Our free guide provides you with all of the information you'll need to form your limited liability company in Oregon. Bookmark this page as a reference so you can return easily as you complete each step of the process.
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Forming a limited liability company provides liability protection for any type of business, and should be among the first steps you take as a new business owner. Starting a limited liability company can help you protect your personal assets while adding legitimacy to your company. Follow our step by step guide or let us handle the paperwork on your behalf, ensuring your business is filed quickly and accurately.
Form a Oregon LLC for just $99 + state fees
or scroll down to our guideSmall business is big business in the state of Oregon. According to the U.S. Small Business Administration, small businesses make up 99.4% of Oregon businesses. The impact of small businesses on Oregon's economy is equally as incredible. There are more than 41,000 minority-owned businesses and over 820,000 individuals employed in the private workforce.
With numbers like these, it's not surprising to see more and more small business owners set up shop in The Beaver State. If you're interested at the prospect of starting an Oregon LLC, our guidelines can help get you on track in no time.
MyCorporation® can help you file all of the necessary documents to form your limited liability company in Oregon.
Our free guide provides you with all of the information you'll need to form your limited liability company in Oregon. Bookmark this page as a reference so you can return easily as you complete each step of the process.
Use Our Free GuideOur filing experts can get you up and running quickly and accurately, completing the required filings on your behalf.
Are you looking for another entity type? We offer several other guides for the state of Oregon.
One of the first decisions you'll need to make as a new business owner is which type of entity you will form for your business. While each business type offers its own benefits, forming an LLC (limited liability company) is one of the most popular choices made by new business owners across the United States. An LLC is a relatively new type of legal business formation, considered a hybrid entity, combining the pass-through taxation and simple operation of sole proprietorship with the limited liability protection provided by a corporation.
One of the main reasons for the growing popularity of the LLC in Oregon is its simple setup and flexible structure. An LLC is also considered the easiest type of entity to maintain with the fewest recurring/annual requirements. Plus, income from the business is passed directly to its owners as regular income, making taxes much easier for an LLC, which can help you lowering your tax preparation costs each year.
Entity Type
|
Liability
|
Taxation
|
Maintenance
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|---|---|---|---|
| Limited Liability Company | Combines limited liability protection with a pass-through tax structure. | IRS rules allow LLCs to choose between being taxed as partnership or corporation. | The easiest entity to maintain with the least amount of formal annual requirements. |
| Corporation | Owners / shareholders have limited personal liability for business related debts. | Separate taxable entity, corporate profits among owners and corporation. | Meetings are required to maintain corporate status. Stock may be sold to raise capital. |
| Non-Profit Corporation | A corporation formed for a charitable, educational, religious, literary, or scientific purpose. | Contributions to charitable corporation are tax deductible. Can get tax exempt status with the IRS. | Annual reports, minutes, meetings are required to maintain nonprofit / tax exempt status. |
The next step will be to decide on a name for your business. Choose a name that is memorable and unique, easy to understand and pronounce, and accurately represents your business. You'll want to search your name choices on the web to quickly find out if they are already taken. It's also best to jot down one or two alternatives, in case the name you settle on is not available for registration in Oregon.
There are a few rules that Oregon limited liability companies must follow in order to register a name.
The name you choose must be unique and not "confusingly similar" to the name of any other Oregon business. This is to prevent fraud or misrepresentation and is a common rule in all 50 states. In the state of Oregon, your business name must be "distinguishable on record" before you may file for the name. You can find out whether a name is available in Oregon with the help of their Business Name Availability Check function.
You can learn more about how to choose and register a business name and other important statutory information through the Oregon Secretary of State.
There are two options to choose from when it comes to setting up your limited liability company in Oregon. "Member managed" or "manager managed". The first thing you need to know is that owners of any LLC are referred to as "members". A single member LLC has just one owner, while a multi-member LLC is an LLC owned by 2 or more members. Pretty simple, right?
Oregon LLCs also must also designate one or more individuals to manage the day to day operations of the business. This can be handled by one of the members of the business (member managed, the most popular choice and the default in most states), or a professional manager appointed by the members to act on their behalf (manager managed).
While the differences are subtle, what you really need to know is that each member in a member managed LLC has the power to make decisions for the business. However, in a manager managed LLC, the members choose who will manage the business and relinquish all of the decision making to the manager chosen. The person chosen can be one of the members of the business as well, or it can be someone else entirely.
Most states require that you designate a registered agent for your business, and Oregon is no exception. A registered agent acts as the state's means to communicate with a business and is responsible for receiving legal and official documents related to the business.
This registered agent must have a physical address and reside in Oregon. A P.O. Box is not accepted as a registered agent address. A member of the LLC can act as the registered agent if desired, or you may also use a third-party registered agent service like MyCorporation.
It should be noted that registered agent information is made publicly available. This may cause privacy concerns for business owners who do not wish to list their personal contact information online for everyone to see. It is also common for the registered agent to become a target of spam or robocalls since this private information is relatively easy to obtain.
Another issue that may arise is that in the case of a lawsuit, these documents would be hand delivered directly to the registered agent. In the case that you used your business location for this purpose, this could occur in front of your customers. This is why many business owners opt for a third-party registered agent service such as MyCorporation to act as a registered agent on behalf of their business.
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Start a BusinessThe state of Oregon requires you to file Articles of Organization (PDF)(660 KB) with the Oregon Secretary of State to form an LLC. This document includes basic information about the Oregon LLC such as:
Your Articles of Organization will include the following:
A filing fee of $100 is also required when submitting the Articles of Incorporation. Make the check or money order payable to "Corporation Division."
After formation, the state of Oregon requires an LLC to create an operating agreement. This agreement needs to be written, and should be kept with the company's records. To open a bank account for your business, you will often be required to submit both your operating agreement, and your EIN number.
Operating agreements are required in Oregon and are important to laying the foundation of a properly run business. An operating agreement sets guidelines for the way your business operates now and into the future. Common details in an operating agreement include the following:
Check in with the Oregon Secretary of State's city hall or county clerk to obtain necessary licenses for your business. You may also learn about special licenses, like liquor licenses, your small business may need to obtain as well.
In the event that you need a bit of help, you may also turn to MyCorporation's business license compliance package. Our skilled professionals will do the work for you. We identify all of the licenses required by your business and provide you with the information you need in order to file.
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MyCorporation® takes the guess work out of starting your business. Answer a few simple questions, and our filing experts will take care of the rest.
Start a BusinessAn EIN (also called a Federal Tax Id) is a nine-digit number that is issued by the IRS and used to uniquely identify your business for tax purposes. Think of it as a Social Security Number (SSN) for your business, except an EIN is far less sensitive. It is important to wait until the LLC has been approved by the state before applying, and for that reason, filing for an EIN is one of the last things to do when you are setting up a business.
Like a social security number, the EIN allows you to:
You only need a few pieces of information to file including your mailing address and legal business name. You can apply online with the IRS by downloading IRS Form SS-4 (PDF)(116 KB), or work alongside a third party organization like MyCorporation to complete an EIN application.
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In Oregon, if your profession requires state licensing, you would incorporate your business as a Professional Service Limited Liability Company (PLLC). This often includes doctors, lawyers, therapists, and other professions where state licensure is required.
A PLLC is different than a Professional Corporation (PC), which consists of shareholders that own company stock and has different tax implications. Oregon allows licensed professionals the opportunity to form both a PLLC and PC, if desired. PLLCs are usually more popular, as they require less effort to build and operate.
Generally, this can include the following professions:
If you choose to register an LLC online it may take as little as a day or two to start an LLC in Oregon. You may register online through the Oregon Secretary of State portal.
Oregon LLCs must file an annual report each year. The renewal is due on the anniversary date of filing of the original filing. The Oregon Secretary of State sends out renewal notices 45 days in advance before the deadline, so watch out for this notice to arrive in the mail.
To form a limited liability company in Oregon, you will be required to pay various fees for services. The breakdown of the required fees is as follows:
In total, expect to set aside at least $250 to form an LLC in Oregon.
According to the Oregon Secretary of State, foreign entities that wish to transact business in Oregon must first obtain a certificate of authority. Remember that when filing a certificate of authority, you must also include an original certificate of existence/good standing that is dated no more than 60 days prior to filing in Oregon.