The moment is now if you’ve been dying to find out how to form an LLC in Oregon and realize your entrepreneurial goals. You will be guided through the LLC creation procedure and frequently asked questions about Oregon LLCs by this comprehensive step-by-step tutorial.
Starting an LLC in Oregon will include the following steps:
- #1: Name Your Oregon LLC
- #2: Choose a Registered Agent
- #3: File Your Articles of Organization
- #4: Create Your Operating Agreement
- #5: Get Your EIN From the IRS
Steps to Start an LLC in Oregon
Step 1: Name Your Oregon LLC
If you’ve been researching how to start an LLC in Oregon, you’ve probably already been thinking about what you might name your company. While you want the name of your LLC to follow the guidelines set by Oregon LLC laws, you also want it to be easy to remember for future customers and partners. Your name must:
- Include the phrase “limited liability company” (or the abbreviation “L.L.C.” or “LLC”)
- Avoid using other words or abbreviations that imply a different business structure (for example, “Corp.,” “Inc.,” or “L.L.P.”)
- Include only words written in the English alphabet, with the exceptions of Arabic or Roman numerals and incidental punctuation
- Be distinguishable from other entities actively doing business in Oregon
Before getting too attached to your name, you’ll want to perform an Oregon LLC name search. If you find out that your dream LLC name is already taken by another entity you don’t have to start from scratch — it’s just time to get creative. You can reorganize words, use synonyms or modify words to keep the same spirit of your name intact.
For example, Sas Squatch has been selling hand-made Oregonian acorn watches online and she wants to start an LLC to limit her liability. The name she loves is “SaSquatch Watch LLC,” but this name was already taken by a local Bigfoot search business. Sas could try a different variation like, “Squatch Watches LLC,” or “SaSquatch Timepiece LLC,” both which have the same spirit of the original name but are distinct from other entities under Oregon LLC law.
Step 2: Choose a Registered Agent
A registered agent is responsible for all LLC-related contact with the state and will handle your company’s service of process in the event your LLC is faced with legal action. If you’ve already done the work and mastered the steps of how to start an LLC in Oregon, you don’t want to choose an agent that isn’t reliable. The person or entity tasked with this duty should be responsible and organized to ensure quick notification and compliance with any legal requirements.
A registered agent can be any resident of Oregon or entity authorized to carry out business in Oregon. Some LLCs choose one of their members, or the company’s attorney, to be the registered agent for the company. The advantages of choosing an attorney include quick notification and availability of legal counseling.
Step 3: File Your Articles of Organization
One of the most important steps when figuring out how to start an LLC in Oregon is to file the articles of organization. Luckily you won’t have to create an organization document on your own because the OR Secretary of State includes all the required information in an easy to fill-out form.
Oregon LLC laws require that your organization form includes:
- Name of your LLC
- Duration of your company
- Street address of your principal office
- Name and address of registered agent
- Address for LLC to receive important mail
- Management structure (member-managed or manager-managed)
- Optional professional service note
- Optional provisions (LLC Oregon laws allow additional clarification that certain members are further indemnified or is primarily for benefit purposes)
- Name and address of each person forming the business (organizer)
- List of members and or managers and addresses
- Name and address of an individual with direct knowledge of the LLCs operations and activities
- Signature of the LLC organizer
If this seems overwhelming, Oregon’s secretary of state has instructions for how to fill out the form moving through each element with helpful explanations and clarification points. If you want an even easier path to starting your LLC, you can create an Oregon LLC Login and fill in the form using the state’s online platform.
Do I Need a Physical Principal Office Address to Form an Oregon LLC?
While some companies may already have an office space when it comes time to file the forms and create a business recognized by the state, what happens if your LLC conducts business remotely or only works in a virtual capacity? You’ll still need a physical address to file the organization form.
Some LLC managers might choose to use their home address on the form. However, after the LLC is registered, your address and contact information will become part of the public record which can raise privacy concerns. To avoid this, Oregon allows you to use the following addresses in place of your home address:
- Attorney’s office
- Registered agent’s address
- Service company
How Long Does It Take to Form an LLC in Oregon?
If you choose to file your articles of organization online using Oregon’s online platform, your LLC will be registered in as little as one business day. If you want to mail in a paper form, the projected processing time is about three to four weeks.
Mailing Address:
Secretary of State, Corporation Division
255 Capitol St. NE
Suite 151
Salem, OR 97310
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Step 4: Create Your Operating Agreement
Although it’s not a requirement under Oregon law, creating an operating agreement is one of the most important steps when learning how to start an LLC in Oregon. The operating agreement houses all essential details related to LLC operation, including (but not limited to):
- The company’s day-to-day operations
- Management structure
- Member duties
- Member agreements
- LLC termination details
- Voting protocol
The members may include any information they desire in the operational agreement. Information could include things like the date of the annual meeting or the procedures involved in dissolving the LLC. The terms of this agreement shall bind the participants and serve as a contract.
If you have an LLC without an operating agreement in place, it’s like driving across the country without a map or a GPS; you never know where you’re going to end up. All members should be aware of certain guidelines and procedures outlining expectations and protocol; otherwise, there’s a chance the LLC won’t carry out its planned commercial activities.
Step 5: Get Your EIN From the IRS
The easiest step to figuring out how to start an LLC in Oregon is requesting an EIN (employer identification number) from the IRS. You’re required to do so if the LLC has multiple members or if it has employees. The filing is free, and the number can be used for tax purposes as well as other important tasks for your business like opening a checking account or hiring employees.
The Cost of Forming an LLC in Oregon
Oregon’s initial filing fee for LLC formation is $100. It’s worth noting that Oregon offers a Business Registry that simplifies the filing process, making it more convenient and efficient.
Additionally, Oregon requires LLCs to file an annual report, accompanied by a fee that varies based on the LLC’s gross revenue, typically ranging from $100 to $300. This annual obligation adds an ongoing financial commitment to your business operations.
Pros and Cons of Forming an LLC in Oregon
Pros
Oregon offers a business-friendly climate with access to venture capital, a skilled workforce, and a strong entrepreneurial community
The state does not impose a sales tax, which can be advantageous for businesses engaged in retail or the sale of goods and services
Oregon provides a Business Registry that streamlines the filing process for LLC formation, making it more convenient and efficient
Cons
Oregon’s initial filing fee for LLC formation is relatively higher compared to some other states, which can be a financial consideration for startups
LLCs in Oregon are required to file an annual report and pay an associated fee
The Main Types of LLCs
Before diving into the details of how to start an LLC in Oregon, you’ll want to familiarize yourself with the types of LLCs available in Oregon:
- Single-member LLC. There’s only a single member in the LLC, who is responsible for all duties within the business and is the only individual bound by the LLC’s operating agreement
- Member-managed LLC. The members are responsible for the operations of the LLC and can take on duties to ensure the company can successfully conduct business activities under the operating agreement
- Manager-managed LLC: The members select an individual to manage the operations of the LLC and make decisions on behalf of the members to carry out the business activities of the company as articulated in the operating agreement
Each structure has the same limited liability advantages, which makes an LLC a less risky entity than a sole proprietorship or a partnership. The specific operations and designations of manager and member duties will be detailed in your LLC’s operating agreement. Let’s get started on how to start an LLC in Oregon.
Starting an Oregon LLC: Local Resources
Oregon created the Office of Small Business Assistance with the mission of helping entrepreneurs and nonprofits thrive. Along with helpful guides and videos, the office helps companies that have complaints about other local offices or agencies and will even investigate claims of unfair treatment. Some helpful resources include:
- A YouTube channel dedicated to helping understand the startup process
- Oregon Employer’s Guide
- Opportunities to interact with other business owners and participate in seminars
How to Start an LLC in Oregon: Best Practices to Keep Your LLC Active
Once you’ve gotten your LLC off the ground, you’ll need to take certain steps to maintain it and help it thrive. Here are some best practices that will help your company stay viable for years to come.
Trademark Your Name to Keep Others from Legally Using It
Registering your LLC name with the state of Oregon doesn’t give you the exclusive right to use it. This is especially problematic if the uniqueness of your name is part of your business marketing strategy. If you’re looking for a way to protect your brand and your LLC’s name, you might consider the trademark process using one of the top trademark registration services.
Trademarking a name is like patenting an invention. Once you do it successfully, others will be prevented from using your name and if they do, you have a cause of action to sue them. You can search the trademark database to confirm your LLC name is original.
Unlike Oregon LLC laws that only require an extra letter or reorganization of words to be distinct, the “no-similarity standard” for a trademark is harder to meet. The U.S. Patent and Trademark Office offers guidance for how names can be considered too similar or create confusion.
Oregon LLC Renewal Requirements
If you’ve figured out how to start an LLC in Oregon and you’ve registered your LLC, that’s just the first of many filings. If you hope you continue doing business as an Oregon LLC, you’ll need to comply with annual filings and fees.
The good news is that the process is quick if no significant information has changed with your LLC and you can file online using Oregon’s platform. You can also file through the mail. The fee to file is $100.
LLC Taxes and Filing Requirements
Depending on whether you have a multi-member or single-member LLC, Oregon taxes and filing requirements will vary. Single-member LLCs report income or loss from their LLC using their personal tax form 1040. LLCs with multiple members file a Form 1065 to report income and loss to the IRS and issue a Form K-1 to each member for reporting their share of the Oregon LLC profits.
The Bottom Line: Forming an LLC in Oregon
In Oregon, forming an LLC just takes a few simple steps and is a reasonably uncomplicated procedure. Oregon is among the greatest areas to incorporate an LLC since the state offers a wealth of tools, including sample forms and step-by-step instructions, to make the paperwork process simpler. Examining top LLC formation services may also help to expedite the procedure.
Frequently Asked Questions: Oregon LLC Formation
What if I already have an LLC in a different state?
If you already have an LLC in a different state and want to operate in Oregon, you’ll typically need to register as a foreign LLC in Oregon. This process involves filing the necessary forms and paying the required fees to gain legal recognition to conduct business in the state.
Can I create a series LLC in Oregon?
Oregon does not officially recognize series LLCs. It’s advisable to consult with legal counsel or the Oregon Secretary of State for the most current information.
Can I file my LLC documents online?
Yes, you can file your LLC documents online in Oregon through the Oregon Business Registry, which simplifies the process for convenience and efficiency.
How long does it take to create an LLC and can it be expedited?
The timeline to create an LLC in Oregon can vary, but it generally takes several weeks. Expedited processing is available for an additional fee, which can significantly reduce the processing time, typically to a matter of days. The exact timeframes and fees for expedited processing may change, so it’s essential to check with the Oregon Secretary of State for the most up-to-date information.
