To create an LLC in Oregon, you file Articles of Organization with the Oregon Secretary of State and pay a $100 filing fee. Online filings are typically processed within one to three business days, after which your LLC legally exists. Oregon does not require a general state business license, so once you have your formation paperwork and a federal tax ID, you can open a bank account and start operating. The steps below walk through what to do, in the order to do them.
Pick a Name That Will Pass
Your name must include “Limited Liability Company” or an abbreviation such as “LLC” or “L.L.C.” Leave the designator off and the Secretary of State will reject the filing. The name also has to be distinguishable from every other business entity name already on file, including corporations, limited partnerships, business trusts, and assumed business names.1Oregon State Legislature. Oregon Revised Statute Chapter 63 – Limited Liability Companies – Section: NAME
Run your proposed name through the Secretary of State’s Business Name Search before you draft anything. If a close match comes up, pick something else. If you’ve found the right name but aren’t ready to file, Oregon lets you reserve it for 120 days by filing a name reservation application.
Line Up a Registered Agent
Every Oregon LLC must have a registered agent who accepts legal documents and official state correspondence on the company’s behalf. This is the person or entity served with process if your LLC gets sued. The agent must be either an individual who lives in Oregon or a business entity authorized to operate in the state.2Oregon State Legislature. Oregon Revised Statutes 63.111 – Registered Office and Registered Agent
The registered office must be a physical street address in Oregon where someone can personally deliver documents. Commercial mail receiving agencies, mail forwarding businesses, and virtual offices don’t qualify.2Oregon State Legislature. Oregon Revised Statutes 63.111 – Registered Office and Registered Agent You can serve as your own agent if you have a qualifying Oregon address, but the address becomes part of the public record and you need to be available during business hours. Commercial registered agent services usually run $100 to $300 per year.
This is a continuous obligation. Losing your registered agent is independent grounds for the Secretary of State to begin administratively dissolving your company, separate from any other filing issue.3Oregon State Legislature. Oregon Revised Statute Chapter 63 – Limited Liability Companies – Section: ADMINISTRATIVE DISSOLUTION
File the Articles of Organization
The Articles of Organization is the document that creates the LLC. Under ORS 63.047, it must include your LLC’s full legal name with the designator, the registered agent’s name and the physical street address of the registered office, a mailing address for state notices, a statement of whether the LLC is member-managed or manager-managed, and the name and address of each organizer.4Oregon State Legislature. Oregon Revised Statutes 63.047 – Articles of Organization If you don’t include a management statement, Oregon defaults to member-managed.
The management choice is worth thinking through. In a member-managed LLC, every owner has authority to make decisions and bind the company. In a manager-managed LLC, only designated managers have that authority, and other members are passive. If you have co-owners who aren’t going to be involved day-to-day, manager-managed is usually the better fit.
Where to File and What It Costs
You can file online through the Oregon Business Registry or mail a paper form to the Corporation Division at 255 Capitol St. NE, Suite 151, Salem, OR 97310.5Oregon Secretary of State. Contact Us – Section: Corporation Division The filing fee is $100, non-refundable whether or not the filing is approved.6Oregon Secretary of State. Business Registry Fee Schedule
Online filings are processed in one to three business days. Mail adds another seven to ten days for delivery on top of the processing queue.7State of Oregon. Delivery Options When your filing is approved, you receive an Acknowledgment Copy. Keep it. Banks and licensing agencies will ask for it.
Put Your Operating Agreement in Writing
Oregon doesn’t require you to file an operating agreement with the state. A single-member LLC can technically operate without one, but for any LLC with two or more members, going without is a mistake. Without an agreement, the state’s default LLC statutes govern, and those defaults may not match what you and your co-owners actually agreed to.8Oregon State Legislature. Oregon Revised Statute Chapter 63 – Limited Liability Companies – Section: OPERATING AGREEMENTS
At a minimum, your agreement should cover:
- Ownership percentages and each member’s capital contribution.
- How profits and losses are split, which doesn’t have to track ownership percentages.
- Voting rights, what requires a majority, and what requires unanimity.
- Procedures for adding members, handling a departure, death, or incapacity.
- When and how the LLC winds down, and how assets get distributed.
Oral agreements are allowed under Oregon law. Don’t rely on one. Write it down and have every member sign.
Get an EIN from the IRS
An Employer Identification Number is a nine-digit tax ID. Multi-member LLCs need one. Single-member LLCs technically don’t unless they plan to hire employees or elect corporate taxation, but you want one anyway because most banks require an EIN to open a business account.9Internal Revenue Service. Get an Employer Identification Number
Apply directly on the IRS website. There’s no cost, and the online application issues your EIN immediately when you finish. Third-party websites that charge for this service are selling you something the IRS gives away.9Internal Revenue Service. Get an Employer Identification Number Form the LLC with Oregon first, then apply for the EIN; applying before the entity is registered can delay processing.
With the EIN and your Acknowledgment Copy, you can open a business bank account. Banks typically want the EIN, the Articles of Organization, any ownership documents, and photo ID.10U.S. Small Business Administration. Open a Business Bank Account Keep business and personal finances separate from day one; mixing them undermines the liability shield that’s the whole reason you formed an LLC.
Know Your Tax Situation
How your LLC is taxed depends on structure and election. The IRS treats a single-member LLC as a disregarded entity, with income flowing to your personal return. A multi-member LLC defaults to partnership taxation, each member reporting their share.11Internal Revenue Service. Limited Liability Company (LLC) Either can elect corporate treatment by filing Form 8832.
Oregon follows the federal classification. An LLC that elects corporate treatment becomes subject to Oregon’s corporation excise tax, which carries a minimum tax of $150 for businesses with Oregon sales under $500,000.12Oregon Department of Revenue. Corporation Excise and Income Tax
Oregon also imposes a Corporate Activity Tax on businesses with taxable commercial activity above $1 million. The tax is $250 plus 0.57% of commercial activity over that threshold.13Oregon Department of Revenue. Corporate Activity Tax (CAT) Most new LLCs won’t be close to this at first, but keep it in mind as revenue grows. Oregon has no general sales tax, which simplifies operations compared to most other states.
File the Annual Report Every Year
Oregon requires every LLC to file an annual report and pay a $100 renewal fee. It’s due on the anniversary of your original filing date, and the state mails a reminder about 45 days beforehand.14State of Oregon. Annual Report or Renewal6Oregon Secretary of State. Business Registry Fee Schedule
Miss the deadline and the Secretary of State sends written notice giving you 45 days to fix it. Fail to respond and your LLC is administratively dissolved.3Oregon State Legislature. Oregon Revised Statute Chapter 63 – Limited Liability Companies – Section: ADMINISTRATIVE DISSOLUTION A dissolved LLC can only wind down its affairs, not conduct normal business. Reinstatement is possible but requires paying the reinstatement fee plus all missed annual fees.15State of Oregon. Reinstate a Business
Check Local and Industry Licenses
Oregon does not require a general state-level business license.16Oregon Secretary of State. State License Requirements Many cities and counties do, though, and they set their own fees and renewal cycles. Portland, Eugene, and other municipalities each have their own rules. Check with your city hall or county clerk before you start operating.
Certain occupations and industries also need state-level licenses, permits, or certifications no matter where you operate. Construction contractors, food service, healthcare providers, and licensed professionals such as accountants and engineers all face industry-specific requirements through their respective state boards. The Secretary of State maintains a directory of state licensing requirements where you can confirm whether any apply to your business.