Starting an LLC in Oregon

LLCs in Oregon are affordable and easy to form. As with other states, the State of Oregon has some specific requirements that are idiosyncratic.

Interested parties must register with the Secretary of State by filing the necessary forms, paying the necessary fees and meeting all naming and formation requirements.

Overall, here are some of the essential requirements for forming an LLC in Oregon:

Registration. File the articles of organization form with the Secretary of State. The form must include pertinent information such as the name and address of the LLC, the name and address of the resident agent, a statement identifying the type of management and by whom (i.e. member-managed or manager-managed), the name and address of the organizers and a statement identifying the kind of professional services it offers, if applicable. Do not forget to include the filing fee of $100. You may register online, by mail or by fax. Processing times are fastest online and slowest by mail.

Forms and fees. All LLCs are required to submit a completed articles of organization form accompanied by a filing fee of $100. Pay by check if you’re sending your forms by mail and by credit card if submitting online or by fax.

Timeline. The fastest way to get your forms processed and your business up and running is by submitting all forms online. The state processing time usually takes between one to two business days versus between one to two weeks if submitted by mail. If you submit your forms by fax, the processing time is between one to three business days.

Naming requirements. The usual LLC naming requirements exist in Oregon, such as making sure the LLC name is distinguishable from other LLCs in the state. The name must be approved by state agencies and must include certain words in order to qualify and be approved by the Oregon Secretary of State. You may opt to have a preferred name checked for availability.

Formation requirements. All LLCs in Oregon are required to have an Oregon tax identification number, which is necessary to hire employees and report a payroll tax.

An LLC with more than one member is also strongly advised to have a limited liability company operating agreement among its members.

In this guide, we will show what you need to know about starting and maintaining an LLC in the State of Oregon: from creating the articles of organization, to acquiring an Oregon tax identification number, to creating annual reports and renewal forms.

Starting an LLC in Oregon

Before you begin the registration process for an LLC in Oregon, it’s important to know what an LLC is and whether or not it is a viable business structure for your company, so be certain to read up on the definition and benefits of an LLC.

Here are some tips for helping you put together what you need to begin the registration process with the Oregon Secretary of State:

1. Decide on a name for your business. You can choose any name as long as it ends with “Limited Liability Company,” or any variant of its abbreviation—LLC or L.L.C. The name must also be approved by certain state agencies and departments.

You may search for the name you want for your LLC by crosschecking its availability with the Oregon Secretary of State’s Business Registry Database. A name may be reserved for up to 120 days from the time the application for name reservation is filed. This is usually done online or by mail, and has a nonrefundable filing fee of $100.

2. Assign an agent for service of process. This is also referred to as the resident agent.  

3. Get an Employer Identification Number (EIN) from the IRS. If there are two or more members in your LLC, your company will need to obtain an EIN from the IRS for tax purposes.

4. Get an Oregon tax identification number. This is required if you will be hiring employees and can be done through the Oregon Central Business Registry.

5. Create an LLC operating agreement. If your LLC has more than one member, make sure you have a limited liability company operating agreement. Although not required by the Oregon Secretary of State when you file your LLC documents, the operating agreement must be submitted when filing for your Oregon tax license.

6. File your annual report and renewal forms yearly. All renewal forms and annual reports must be received by the Secretary of State before the date of formation to avoid any unnecessary fines. There is a nonrefundable $100 filing fee. The report can be submitted online or by mail.

 

 

Filing an LLC and Taxes

Following are the forms and fees that are required when starting an LLC in Oregon:

1. Forms. First, you need to fill out the articles of organization form. You must include the following information/fees:

a) LLC name that meets state requirements and its registered address

b) Name and address of its registered agent

c) A statement identifying whether the LLC will be member-managed or manager-managed

d) The names and addresses of the organizers of the Certificate of Formation;

e) A statement identifying the type of professional service(s) it will offer, if applicable

f) Payment of the necessary fees

2. Limited liability company operating agreement. Although not required in the state of Oregon, it is highly advisable to have an operating agreement among members. This should be kept on file by the resident agent.

3. Taxes. An Oregon LLC can be treated as a corporation, limited liability partnership or single member LLC and are subject to federal income tax classifications. Depending on the type of taxation you opt to have for your LLC, you will have different federal tax responsibilities. Oregon state tax responsibilities are as follows:
a)    An LLC treated as a limited liability partnership. Per Oregon state law, a copy of U.S. Return of Partnership Income (Form 1065) must also be submitted, along with Oregon State Tax Form 65, to the state for state tax purposes.

b) An LLC treated as a C corporation for federal tax purposes. These LLCs are required to file Form 8832 first and must opt to be taxed as a corporation. Next, they must file Form 1120, U.S. Corporation Income Tax Return, with the IRS.

c) An LLC treated as an S corporation. Per Oregon state law, a copy of federal Form 1120S must also be submitted, along with Oregon State Form 20-S, to the state for state tax purposes.

d) An LLC treated as a sole proprietorship. Per Oregon state law, a copy of federal Schedule C (Form 1040) must also be submitted, along with Oregon Form 40, to the state for state tax purposes.

Also note that in Oregon, you may be required to submit to quarterly estimated income tax payments. This usually applies if you expect to pay at least $1,000 in federal and Oregon state taxes, after subtracting any withholding and tax credits.

LegalZoom provides LLC formation and filing services, including providing a registered agent in Oregon.

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This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.

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