Oregon PLLC: Formation, Taxes, and Annual Reports

Oregon does not offer a separate “PLLC” entity. A licensed professional who wants to practice through a limited liability company in Oregon forms a standard LLC under ORS Chapter 63 and declares in the Articles of Organization the specific professional services the company will provide. The filing fee is $100, the entity is created through the Secretary of State’s Business Registry, and the resulting company protects you from ordinary business debts while leaving you personally responsible for your own malpractice.

Who Can Form a Professional-Service LLC in Oregon

ORS 63.074 allows an LLC and its members to “render professional service in this state” so long as they follow state law, regulatory board rules, and professional conduct standards. The statute borrows its definition of “professional” from ORS 58.015, the Professional Corporation Act, so the same list of licensees who may form a professional corporation may also form a professional-service LLC.¹

ORS 58.015(5) names:

Accountants
Architects
Attorneys
Chiropractors
Dentists
Landscape architects
Naturopaths
Nurse practitioners
Psychologists
Physicians
Medical imaging licensees
Real estate appraisers

A catch-all covers anyone else providing “personal service or services substantially similar” to those listed, provided the work requires a state license. If your profession isn’t named but is licensed, you likely qualify.²

Every member who delivers the professional service must hold a valid, active license for it. ORS 58.156 requires a professional entity to render services only through licensed individuals, and ORS 63.074 subjects a professional-service LLC to the same framework.³

One boundary: ORS 63.074(3) says that if another Oregon statute requires a particular business to organize only under that other statute, you cannot use Chapter 63 instead. Confirm with your regulatory board before filing.⁴

What the LLC Does and Doesn’t Protect You From

ORS 63.165 provides the standard LLC shield: members are not personally liable for the company’s debts or obligations just because they are members.⁵

Professional-service LLCs diverge from regular LLCs on one point that catches people off guard. ORS 63.074(2) makes professional members personally liable for malpractice “to the same extent and in the same manner” as shareholders of a professional corporation under ORS 58.185. The LLC shields you from the company’s business debts and from another member’s malpractice. It does not shield you from your own professional negligence. If you commit malpractice, your personal assets are exposed regardless of the LLC.¹

This is why professional liability insurance matters so much for anyone practicing through an LLC. The entity handles business risk. The policy handles the malpractice risk the entity cannot touch.

Naming the Company

ORS 63.094 requires only that the name include “limited liability company,” “L.L.C.,” or “LLC.” Oregon has no “PLLC” or “Professional Limited Liability Company” designator. From its name alone, your professional-service LLC will look like any other Oregon LLC.⁶

The name must be distinguishable from every other business name on file with the Secretary of State, including corporations, limited partnerships, and assumed business names. You cannot include “corporation,” “incorporated,” “limited partnership,” or “cooperative” in an LLC name. Your regulatory board may add its own rules, such as requiring a practitioner’s surname or a description of the services offered, so check board-specific regulations before you commit to a name.

Filing the Articles of Organization

You create the LLC by filing Articles of Organization with the Oregon Secretary of State. The $100 filing fee is nonrefundable.⁷

For a professional-service LLC, ORS 63.047(1)(g) adds one requirement beyond a regular LLC’s: the Articles must state the specific professional services the company will provide. That declaration ties the entity to the licenses held by its members and puts the Secretary of State and regulatory boards on notice about the company’s purpose.⁴

The rest is standard:

A registered agent with a physical Oregon street address where legal documents can be served. A commercial mail service, mail forwarding business, or virtual office won’t work.⁸
A principal office address where the main business activity occurs.
The organizer names and addresses.
The management structure, member-managed or manager-managed.

File online through the Secretary of State’s Business Registry or mail the paper form with a check or money order. Online filings are usually processed in one to three business days. The paper form is titled “Articles of Organization – Limited Liability Company.”⁹

Operating Agreements

Oregon does not require an operating agreement. ORS 63.057 uses the phrase “if any” when referring to one, and the agreement can even be oral. Skipping it for a professional-service LLC is a bad idea anyway.⁴

Professional LLCs face situations ordinary businesses don’t. A member can lose a license, face discipline, become disabled, or retire. Without a written agreement, you’ll argue about buyout terms after the crisis has already started. At minimum, the agreement should address:

A requirement that all members keep their licenses active, and the consequences if someone doesn’t.
A mandatory buyout mechanism triggered by license loss, with a defined valuation method.
How profits and losses are allocated, especially when members contribute different volumes of billable work.
Who decides what, particularly for adding or removing members.
What events force a wind-down and how assets are distributed.

Taxes

The IRS has no separate classification for professional LLCs. A single-member Oregon LLC is a disregarded entity by default, with income and expenses flowing through to your personal return. A multi-member LLC is treated as a partnership by default, filing an informational Form 1065 and issuing a Schedule K-1 to each member.

Either can elect S corporation taxation by filing IRS Form 2553 within two months and 15 days of formation (about 75 days). For an existing LLC, the same deadline runs from the start of the tax year you want the election to take effect. S-corp status can reduce self-employment taxes for professionals with significant net income, but it also requires paying yourself a reasonable salary subject to payroll taxes. The math only favors you above a certain income level, and getting it wrong invites IRS scrutiny.

You’ll need a federal Employer Identification Number regardless of your tax election. The IRS issues EINs free through its online application, and you’ll need one to open a business bank account, hire employees, or file partnership returns.

Oregon’s Corporate Activity Tax applies to all business types, including LLCs. If your Oregon commercial activity (essentially gross receipts from Oregon sources) is $750,000 or less, you’re excluded. Above $750,000, you must register. Above $1 million, you must file a return and pay the tax. Most solo and small-group practices stay below these thresholds. Larger firms should note that guaranteed payments and distributive income to LLC members are not treated as employee wages for the CAT’s labor cost subtraction, which can affect what you actually owe.¹⁰

Annual Reports and Keeping the Entity Alive

Every Oregon LLC files an annual report with the Secretary of State on the anniversary of formation. The fee is $100, and the Secretary of State mails a reminder roughly 50 days before the due date.¹¹¹²

Missing the deadline has real consequences. Under ORS 63.647, the Secretary of State can begin administrative dissolution if you fail to file. You get 45 days after written notice to fix it. If you don’t, the LLC is dissolved and can only conduct activities necessary to wind up — it cannot keep operating or serving clients.⁴

Separate from the state filings, members must keep their individual licenses current with their regulatory boards. The LLC’s authority to render professional services depends on its members being properly licensed. If the only licensed member of a single-member LLC loses their license, the company cannot lawfully practice, even if it stays in good standing with the Secretary of State.

Beneficial Ownership Reporting

As of March 2025, FinCEN issued an interim final rule exempting all domestic companies from beneficial ownership information reporting under the Corporate Transparency Act. Only entities formed under foreign law and registered to do business in a U.S. state are required to file. Oregon professional-service LLCs are domestic and currently have no BOI filing obligation, and FinCEN has said it will not enforce penalties against U.S. companies or their beneficial owners for this requirement.¹³

1
Oregon Public Law. Oregon Code 63.074 – Purposes; Prohibition on Illegal Purposes
2
Oregon Public Law. Oregon Code 58.015 – Definitions
3
Oregon State Legislature. Oregon Revised Statutes Chapter 58 – Professional Corporations
4
Oregon State Legislature. Oregon Revised Statutes Chapter 63
5
Oregon Public Law. Oregon Code 63.165 – Liability of Members and Managers
6
Oregon Public Law. Oregon Code 63.094 – Limited Liability Company Name
7
Oregon Secretary of State. Business Registry Fee Schedule
8
Oregon State Legislature. Oregon Code 63.111 – Registered Office and Registered Agent
9
Oregon Secretary of State. Business – Where’s My Form?
10
Oregon Department of Revenue. Corporate Activity Tax (CAT)
11
Oregon Secretary of State. Annual Report or Renewal
12
Oregon Secretary of State. Don’t Be Misled
13
Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting