Oregon LLC Filing Requirements: Formation, Annual Report, Taxes

Oregon LLC filing requirements start with one document and one payment: Articles of Organization filed with the Secretary of State’s Corporation Division, with a $100 fee.¹ From there, you must keep a registered agent at a physical Oregon street address, file an annual report every year on the anniversary of your formation, and complete the federal and state tax registrations that apply to your business. Miss any of these and the state can administratively dissolve the LLC.

What the Articles of Organization Must Include

The Articles of Organization is the document that creates the LLC. Oregon’s content requirements under ORS 63.047 are specific, and a form missing any required item will be rejected. The filing must contain:²

The LLC’s name, meeting Oregon’s naming rules.
The name of the initial registered agent and the physical street address of the registered office in Oregon.
A mailing address where the Secretary of State can send notices until you designate a different one in your annual report.
A statement that the LLC will be manager-managed, if that is the structure. Leave it out and Oregon treats the LLC as member-managed by default.
The name and address of each organizer. An organizer does not have to be a member.
Duration: either the latest date on which the LLC will dissolve, or a statement that its existence is perpetual.
If the LLC will provide professional services, identification of which ones.
The physical street address of the LLC’s principal office, plus a mailing address if different.
The name and address of at least one member, manager, or authorized representative with direct knowledge of the LLC’s operations.

You can add optional provisions governing internal affairs, but nothing that conflicts with Oregon law.² The official form is on the Secretary of State’s Corporation Division website.³ The form includes a declaration signed under penalty of perjury that the information is true and does not misrepresent the LLC or its members.⁴

Naming Rules Your Filing Must Satisfy

Two requirements control whether the Secretary of State will accept your chosen name. The name must include “limited liability company” or the abbreviation “L.L.C.” or “LLC,” and it must be distinguishable from every other business entity already on file, including corporations, limited partnerships, assumed business names, and trademarks. The name also cannot contain words suggesting a different entity type, such as “corporation,” “incorporated,” “limited partnership,” or “limited liability partnership,” or their abbreviations.⁵

Search the Secretary of State’s Business Registry online to check availability before you file. If you want to lock a name in without filing yet, Oregon lets you reserve it for 120 days.

Registered Agent and Registered Office

Every Oregon LLC must continuously maintain a registered agent and registered office in the state. The agent is the official point of contact for legal documents such as lawsuits and subpoenas.⁶

The agent must be either an Oregon resident whose business office is at the registered office address, or a business entity (domestic or foreign) authorized to operate in Oregon with a business office at that same address. The registered office must be a physical street address where someone can personally hand legal papers to the agent. A P.O. box, commercial mail receiving agency, or virtual office does not qualify.⁷

You can name yourself or another LLC member as the agent, but the address becomes part of the public record, and whoever is named must be physically available during business hours to accept service. Commercial registered agent services in Oregon typically charge $50 to $300 per year.

How to File With the Secretary of State

You can file the Articles of Organization online through the Oregon Secretary of State’s Business Registry portal, or by mailing a paper form to the Corporation Division in Salem.³ The $100 fee is the same either way.¹ Online filings usually process within a few business days. Paper filings mailed with a check or money order can take several weeks.

Once the filing is accepted, you receive an acknowledgment confirming that the LLC legally exists and is authorized to do business in Oregon.

Foreign LLCs

If your LLC was formed in another state and wants to do business in Oregon, the filing is different. You submit an Application for Authority as a foreign LLC. The fee is $275, and the annual renewal is also $275.¹ A foreign LLC still needs a registered agent with a physical Oregon address and still owes an annual report on the same schedule as a domestic LLC.

Annual Report

Every Oregon LLC must file an annual report with the Secretary of State by the anniversary of its formation date. The fee is $100 for a domestic LLC.⁸ The report must list the LLC’s name, registered agent and office, principal office address, the names and addresses of managers (or at least one member if member-managed), and a description of the primary business activity. All information must be accurate as of 30 days before the anniversary date.⁹

The Secretary of State mails a report form to the address on file, but not receiving the form does not excuse the filing. Tracking the deadline is your responsibility.⁹ Filing online through the Business Registry is the simplest way to avoid missing the date.

What Happens If You Miss a Filing

The Secretary of State can begin administrative dissolution if the LLC fails to file its annual report when due, does not pay required fees, loses its registered agent, or fails to update the state about changes to the registered agent or office.¹⁰

Before dissolving the LLC, the Secretary of State must send written notice and give you 45 days to fix the problem. If you do not act, the dissolution goes through, and the LLC can no longer conduct business beyond winding down its affairs and notifying creditors.¹⁰

Reinstatement is possible within five years of the dissolution date. You must show the grounds for dissolution have been eliminated, which means filing all overdue annual reports and paying the back fees and penalties. Once reinstated, the LLC is treated as if the dissolution never happened.¹¹ After five years, you need to request a waiver from the Secretary of State and provide evidence the LLC continued operating as an active business during the dissolution period.

Tax Registrations After Formation

Formation with the Secretary of State does not cover your tax obligations. Several separate registrations may apply.

Federal EIN

Most LLCs need a federal Employer Identification Number from the IRS. An EIN is required if your LLC has more than one member or will hire employees, and single-member LLCs usually need one to open a business bank account.¹² Applying at irs.gov is free.

By default, a single-member LLC is a disregarded entity and its income flows to the member’s personal return on Schedule C. A multi-member LLC is taxed as a partnership, filing Form 1065 and issuing each member a Schedule K-1. You can elect to be taxed as a C corporation by filing Form 8832, or as an S corporation by filing Form 2553.¹³ These elections carry deadlines and tax consequences; consult a tax professional before filing.

Oregon Business Identification Number

If your LLC has employees, you must register with the Oregon Department of Revenue for a Business Identification Number (BIN) before paying anyone. The BIN is your account number for Oregon payroll taxes.¹⁴ You can register through Revenue Online.¹⁵

Corporate Activity Tax

The name is misleading. Oregon’s Corporate Activity Tax (CAT) applies to any business entity doing business in Oregon, LLCs included. If Oregon commercial activity reaches $750,000, you must register. If it exceeds $1 million, you must file a return and pay $250 plus 0.57 percent of taxable commercial activity above $1 million.¹⁶

Pass-Through Entity Elective Tax

Multi-member LLCs taxed as partnerships or S corporations can elect to pay Oregon’s Pass-Through Entity Elective (PTE-E) Tax. The rate is 9 percent on the first $250,000 of distributive proceeds and 9.9 percent above that. Qualifying members get a credit on their personal Oregon returns.¹⁷ The election is made annually by filing Form OR-21 by the due date (including extensions), and estimated payments are required. Single-member LLCs filing as sole proprietorships cannot make this election.

Operating Agreement

Oregon does not require you to file an operating agreement with the state, and the statute makes clear that having one is optional.¹⁰ Without one, Oregon’s default statutory rules govern ownership percentages, voting, profit-and-loss allocations, and member changes. A written agreement lets you set your own terms and, for single-member LLCs, helps show the LLC is a separate entity from its owner if liability protection is ever challenged.

1
Oregon Secretary of State. Business Registry Fee Schedule
2
Oregon Public Law. Oregon Revised Statutes 63.047 – Articles of Organization
3
Oregon Secretary of State. Oregon Limited Liability Companies
4
Oregon Secretary of State. Articles of Organization – Limited Liability Company
5
Oregon Public Law. Oregon Code 63.094 – Limited Liability Company Name
6
Oregon Public Law. Oregon Code 63.111 – Registered Office and Registered Agent
7
Oregon Secretary of State. Registered Agents and Service of Process
8
Oregon Secretary of State. Business – Don’t Be Misled
9
Oregon Public Law. Oregon Code ORS 63.787 – Annual Report; Updates; Rules
10
Oregon State Legislature. Oregon Code 63 – Limited Liability Companies
11
Oregon Public Law. ORS 63.654 – Reinstatement Following Administrative Dissolution
12
Internal Revenue Service. Employer Identification Number
13
Internal Revenue Service. About Form 8832, Entity Classification Election
14
Oregon Department of Revenue. Withholding and Payroll Tax
15
Oregon Department of Revenue. Starting Payroll Taxes in Oregon
16
Oregon Department of Revenue. Corporate Activity Tax (CAT)
17
Oregon Department of Revenue. Pass-Through Entity Elective (PTE-E) Tax