Last Updated on February 4, 2022
Costs to Form an LLC in Oregon
To form a Limited Liability Company in Oregon, file the Articles of Organization with the Oregon Secretary of State. The LLC filing fee is $100.
Approval for the LLC typically takes less than two hours when filing online and around one week when filing by mail.
Steps to Form an Oregon LLC
The steps for filing online or by mail are largely the same. The screenshots show how to file online.
Businesses that require state licensing and offer professional services such as accountants, attorneys, podiatrists, physical therapists, acupuncturists, etc. instead of forming an LLC will need to form a Professional Limited Liability Company (sometimes referred to as a Professional LLC or PLLC) instead of an LLC. Filing for a PLLC is very similar to the LLC outlined below.
Step 1: Create an account on the Secretary of State’s website
Begin by creating an account on the Oregon Secretary of State’s website by clicking on “New User.”
- Click on “Start” under “Register business name, get a BIN, and other registrations/licenses.”
Step 2: Register the Business Name
- Begin by clicking on “Register Name.”
- Then in the drop-down menu for “Business/Organization Type,” select “Domestic Liability Company.”
- Enter the name you want for the LLC. The name of the LLC has to differ from other entity names registered with the Secretary of State. See how to do an Oregon LLC name search before filing to be sure the one you want is available.
There are some naming guidelines to follow. The primary one is the name of the LLC must also include words or abbreviations at the end of the business name. A designator is used to describe the type of business entity. Designators that are available to use include:
- Limited Liability Company
Enter the name along with the designator you would like to use and click on “Check Name Availability” A new page will open, indicating whether the name is available or not. Even if the search comes back with the name is available, the Secretary of State’s office will also review it to ensure it isn’t being used by someone else or that it is too similar to another name.
If there is a name you want, but are not ready to register the LLC, you can file the Application for Name Reservation with the Oregon Secretary of State, Corporations Division. The name reservation will hold a name for up to 120 days, at a cost of $100.
Step 3: Activity Description
Provide some basic information about what the business does in fewer than 250 characters. Entering something now does not force the LLC to only do that business activity forever. One way to keep the activity description more open-ended, you can enter “Any legal business activity for which a Limited Liability Company may be organized in Oregon.”
Step 4: Duration
In this section, indicate how long the LLC intends to remain in existence. Most LLCs will choose a Perpetual duration; however, some businesses (usually investment-related) will have a specific closure date.
Step 5: Business Email
Enter the preferred email address where the Secretary of State will send notifications. This doesn’t have to be an address in the business name and can be a personal one.
Step 6: Mailing Address for Notices
Enter a mailing address where the Secretary of State will send notices. This address can be located anywhere or be a PO Box.
Step 7: Daytime Contact
Enter a contact name and phone number should the Secretary of State need to contact someone regarding the LLC filing.
Step 8: Principal Place of Business
In this section, enter the street address, city, state, and zip code of the initial principal office. This address can be the LLC’s physical address, or it can be the address where the business records are stored. You may not use a PO Box for the designated office.
Step 9: Registered Agent
To have an LLC in Oregon, a Registered Agent must be identified. The Registered Agent can either be a resident of Oregon (Select “Individual”) or a Resident Agent service (Select “Entity of Record”) that has a Registry Number from the Secretary of State. The agent must have a physical street address in the state (Post Office Boxes are not allowed), be available during normal business hours, and act as a central point of contact for service of process to receive important legal documents, tax notices, summons, subpoenas, etc. on behalf of the LLC.
Step 10: Assign the Organizers
An LLC Organizer is someone involved with the formation of the Articles of Organization. The Organizer may or may not become a member, such as a mentor, attorney, or accountant, but any of the initial members can be listed as an organizer.
At least one organizer must be entered.
Step 11: Register Individuals with Direct Knowledge
The Oregon Secretary of State requires that at least one person who is a member or manager of the limited liability company or an authorized representative with direct knowledge of the operations and business activities be on file.
Enter at least one person’s name and address.
Step 12: Statement of Management
This question asks how the LLC will be managed. The two choices are:
Member-Managed – An LLC with members who have an active involvement in the management of the LLC. Most LLCs fall into being member-managed.
Manager-Managed – An LLC whose members hired a manager to run the LLC, similar to a CEO of a corporation.
Select either “Member-Managed” or “Manager Managed.”
Step 13: Declare the Initial Members or Managers
This is an optional section to include the names, contact information, and title of the LLC members and managers. Some banks will request this information before allowing LLC bank account signing authority.
Step 14: Professional Services Rendered
If the LLC offers services that require state licensing, enter “Yes” and choose from the list of professions. Some common services that require licensing include accountants, acupuncturists, architects, attorneys, chiropractors, dentists, engineers, landscape architects, podiatrists, psychologists, and real estate appraisers.
Step 15: Optional Provisions
This is an optional section and not used by most LLCs. Here you would include additional rules for the operation of the LLC.
Indemnification – The company elects to indemnify its members, managers, employees, agents for liability, and related expenses under ORS 63.160 to 63.170. Many LLCs will elect the indemnification clause.
Benefit Company – Not as common for an LLC to select, but a benefit company is a blend between a not-for-profit and for-profit company. There are some requirements to be an Oregon benefit company.
Step 16: Review
Review that all the information is correct. If there are no corrections, click “Continue.”
Step 17: Title and Signature
Enter the LLC organizer’s title, select their name, and have them sign by checking the “Sign” box. Click “Submit” to continue.
Step 18: Pay and File
Pay and file the Articles of Organization.
If filing by mail, send the paperwork and fee to:
Oregon Secretary of State, Coropration Division
255 Capitol St. NE
Salem, OR 97310