Form an Oregon LLC
Let LegalZoom walk you through the process of becoming a limited liability company today. With our help, creating an LLC is clear, simple, and can be done online in three easy steps. Protect your personal assets, organize your business however you want, and get the fringe benefits of a legally established business entity.
When you form your Oregon LLC, with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the Oregon Secretary of State. We also conduct a name search for your Oregon LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Oregon LLC begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering a Limited Liability Company Name: Choosing a business name is one of the first steps in the process of forming your Oregon Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, "limited liability company" or "LLC" or "L.L.C."
May not contain the word or abbreviation "cooperative," "corporation,""corp.," "incorporated," "Inc.," "limited partnership," "L.P.," "LP," "Ltd.,""limited liability partnership," "L.L.P.," "LLP"or "partnership" or any derivation of any of the foregoing
Must be distinguishable from (cannot be the same as or deceptively similar to) the name of any other Oregon limited liability company, corporation, professional corporation, nonprofit corporation, cooperative, business trust, reserved name, registered corporation, or limited partnership or fictitious business name existing under the laws of this state or a foreign corporation authorized to transact business in this state, or a name reserved in the manner provided under the laws of this state
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Oregon limited liability company before filing to see which names are available.
Registering a Limited Liability Company Name: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Oregon LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Oregon Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization for your Oregon LLC formation. This information must include:
The LLC name
The street address and mailing address, if different, of the LLC's initial registered office
The name of its initial registered agent at that office
A mailing address to which notices may be mailed until an address has been designated by the LLC in its annual report
A statement as to whether the LLC is to be manager-managed
The name and address of each organizer
The period of the LLC's duration (this period may be perpetual or for a set amount of time)
If a limited liability company is to render professional service or services, as defined in ORS 57.515, the professional service or services to be rendered through the limited liability company.
Any other provisions for internal regulations which the members elect to set out
Filing: Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the Secretary of State. The filed document must include a signature by one or more individuals 18 years of age and shall indicate the name and title (capacity) of the signatory.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, an Oregon LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: One or more
Eligibility Requirements: Natural Person or Entity
Procedure for Membership: The member may acquire an interest in the LLC:
o Before the filing of the articles, either (1) on the date the articles are filed or the date stated in the cords as the date the person becomes a member.
o After the filing of the articles, upon compliance w/ the articles or operating agreement or if neither provide, then upon consent of a majority of the members (1) for an interest directly from the LLC, (2) for an interest as assignee.
o In the case of an assignee of a membership interest in a limited liability company in which, immediately following the assignment, the limited liability company otherwise would have no members, simultaneously with and upon the assignment of the membership interest.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company.
A member may voluntarily withdraw either upon: (1) event specified in the articles or operating agreement or (2) no less than 6 months prior to giving notice to the LLC unless the articles or operating agreement prohibit the member from doing so.
A member may not resign from a limited liability company except in accordance with the articles of organization or operating agreement
A member may be liable for damages caused by the impermissible withdrawal
Contribution: The contributions of a member to the LLC may consist of cash, property, services rendered, a promissory note or other obligation to contribute cash or property or to perform services.
Registered Agent In Oregon
LegalZoom can also provide your business with a registered agent in Oregon. Every Oregon LLC must continuously maintain a registered office and agent ?the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit.
To be eligible to serve as a registered agent for an Oregon LLC a registered agent in Oregon may be either (1) an individual resident in Oregon whose business office is identical with such registered office, (2) an Oregon limited liability company, a domestic corporation, a domestic professional corporation or a domestic nonprofit corporation whose business office is identical to the registered office, or (3) a foreign limited liability company, foreign corporation, foreign professional corporation or foreign nonprofit corporation authorized to transact business in this state whose business office is identical to the registered office.
Registered Office: The registered office may be but does not need to be the LLC's place of business.
Oregon Secretary of State
Once an Oregon LLC has been created, the Oregon Secretary of State will require that certain recurring responsibilities and duties be met. The most important of these are discussed below. For further information, refer to the Oregon Secretary of State office.
Records: Each limited liability company shall keep following records open to inspection at its office:
A current list of the full name and last known business, residence or mailing address of each member and manager, past and present
A copy of the filed articles of organization and any amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed
Copies of the limited liability company's federal, state, and local income tax returns, if any, for the three most recent years
Copies of any current effective operating agreement and all amendments thereto, copies of any writings permitted or required
Copies of any financial statements of the LLC for the three most recent years
Unless contained in a written operating agreement or in other permitted writing, a statement prepared and certified as accurate by a manager of the LLC which describes:
o The amount of cash and a description and statement of the agreed value of other property or services contributed by each member and agreed to be contributed in the future
o The times at which or events on the occurrence of which any additional contributions agreed to be made by each member are to be made
o If agreed upon, the time at which or the events on the occurrence of which the limited liability company is dissolved and its affairs wound up.
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
Expiration of the duration of the LLC as specified in the articles of organization
Event specified in the articles or any operating agreement
By vote or other action by the members as provided in the articles of organization or any operating agreement or, if not provided, by the consent of all the members
When the LLC has no members
Administrative dissolution by Secretary of State
Entry of a court order
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Oregon Secretary of State along with the appropriate filing fee. When appropriate (go to the fee schedule using the link below), a check must accompany the document payable to the State of Oregon, covering all charges for the Secretary of State. For more information on filing fees, please visit the following page.