Company Registration in Oregon - Business Starting & Setup

Oregon is a common law state.

Limited liability companies are regulated by Chapter 63 Limited Liability Companies of Commercial Code, Oregon Statues, Vol. 2.

The principal forms of business organization in Oregon are:

• Limited Liability Company;
• Corporation;
• General Partnership;
• Limited Partnership;
• Limited Liability Partnership;
• Sole Proprietorship

One of the most common structures is the limited liability company.

There is a range of requirements to the name of limited liability company in Oregon:

1. A company name shall contain the words "Limited Liability Company'' or the abbreviation "L.L.C.'' or "LLC'';
2. A limited liability company name may not contain the word or abbreviation cooperative, corporation, corp., incorporated, Inc., limited partnership, L.P., LP, Ltd., limited liability partnership, L.L.P. or LLP;
3. A limited liability company name must be written in the alphabet used to write the English language and may include Arabic and Roman numerals and incidental punctuation;
4. A limited liability company name must be distinguishable upon the records of the Office of the Secretary of State from any other limited liability company name, corporate name, professional corporate name, nonprofit corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered corporate name or assumed business name of active record with the office.

A person may apply to the office to reserve a limited liability company name. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the limited liability company name applied for conforms to ORS 63.094 (Limited liability company name), the Secretary of State shall reserve the name for the applicant for a 120-day period.

The following steps are required to incorporate an LLC in Oregon:

1. Choose a Name for Your LLC

Names may be checked for availability at the Oregon Secretary of State business name database.

You may reserve a name for 120 days by filing an Application for Name Reservation with the Oregon Secretary of State Corporation Division. The reservation may be filed online through the Oregon Central Business Registry webpage or by mail. The filing fee is $100.

2. File Articles of Organization

An Oregon LLC is created by filing Articles of Organization-Limited Liability Company with the Secretary of State. The articles must include:

• the LLC's name and address;
• its term of existence;
• its duration;
• the name and address of the LLC’s registered agent;
• the name and address of each organizer of the LLC;
• whether the LLC will be member-managed or manager-managed; and
• whether the LLC will provide professional services.

The articles may be filed online through the Oregon Central Business Registry webpage or by postal mail. The filing fee is $100.

3. Appoint a Registered Agent

Every Oregon LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent may be an Oregon resident or a business entity authorized to do business in Oregon. The registered agent must have a physical street address in Oregon. Information about registered agents is available on the Oregon Secretary of State website.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in Oregon, but is highly advisable. If an operating agreement is created, it need not be filed with the Articles of Organization.

5. Comply With Other Tax and Regulatory Requirements

Additional tax and regulatory requirements may apply to your LLC. These may include:

• EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.
• Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses.

It takes 1 week to incorporate a new LLC in Oregon.

A limited liability company shall continuously maintain in Oregon a registered agent and registered office that may be, but need not be, the same as any of the limited liability company's places of business.

The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency.

Each limited liability company shall keep at an office specified in the manner provided in any operating agreement or, if none, at the registered office, the following:

• a current list of the full name and last-known business, residence or mailing address of each member and manager, both past and present;
• a copy of the articles of organization and all 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 and reports, if any, for the three most recent years;
• copies of any currently effective written operating agreements and all amendments thereto, copies of any financial statements of the limited liability company for the three most recent years;

unless contained in a written operating agreement or in a writing permitted or required under this chapter, a statement prepared and certified as accurate by a manager of the limited liability company which describes: 1) the amount of cash and a description and statement of the agreed value of other property or services contributed by each member and which each member has agreed to contribute in the future; 2) 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; and 3) 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.

A registered agent must be:

• An individual who resides in this state and whose business office is identical to the registered office;
• A domestic limited liability company, a domestic corporation, a domestic professional corporation or a domestic nonprofit corporation, the business office of which is identical to the registered office; or
• A foreign limited liability company, foreign corporation, foreign professional corporation or foreign nonprofit corporation that is authorized to transact business in this state, the business office of which is identical to the registered office.

Oregon State law does not require a corporation to have a seal.

The redomiciliation of companies to or from Oregon is <b>permitted</b>.

There is no statutory requirement for a manager in an LLC. LLC can be managed by the members.

Management of LLC can be governed by its member(s) or by elected manager(s). If a limited liability company operating agreement states that management of the limited liability company is vested in a manager or managers, a minimum one manager is required.

Managers do not need to be members of the limited liability company. Residents of any country may become managers of Oregon LLC.

There is no statutory requirement for a secretary in Oregon.

An LLC must have a minimum of one member at any time. Members may be either a natural person or a corporate entity. There are no residency requirements.

Annual meetings of members are not required.

Beneficiaries’ details do not appear on a public profile. Generally, service providers including firms specializing in company formation, trust managers, lawyers, and accountants, keep beneficiaries’ information in strict confidentiality.

There is no minimum capital required to form a New York LLC.

The contributions of a member to the limited liability company may consist of cash, property, services rendered, a promissory note or other obligation to contribute cash or property or to perform services.