How to Create an LLC in Oregon

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How to Form an LLC in Oregon:
5 Simple Steps to Get Started
According to the IRS, each state may use different regulations around forming an LLC, and you should check with your state if you’re interested in starting a Limited Liability Company. To simplify the process of forming an LLC in the state of Oregon, we’ve put together a step-by-step guide to detail each step of the process and answer any questions you may have.

Step 1
Name Your Oregon LLC

Your first consideration when choosing a name for your LLC is that it be unique from any other business in the state of Oregon. You can quickly and easily do a name check on the Oregon Sunbiz website to verify that the business name you want is available. For $100 fee, you can reserve a name for 120 days by filing an Application for Name Reservation at the Oregon Central Business Registry webpage (you’ll have to create a user account) or by mail.

In order to comply with Oregon state law, your company’s name must end with the term “Limited Liability Company” or the abbreviation “LLC.”

Step 2
Appoint a Registered Agent in Oregon

The state of Oregon requires that any LLC have a registered agent for service of process. This means your LLC must have an entity that agrees to physically accept any legal papers on the company’s behalf should it be sued. This entity does not have to be an individual person. The registered agent can be any resident of the state of Oregon or a business entity authorized to do business in Oregon so long as the agent has a physical street address within the state.

Step 3
File Oregon Articles of Organization
To officially create your LLC in the state of Oregon, you’ll need to complete the Articles of Organization - Limited Liability Company paperwork and file it with the Oregon Secretary of State. For a $100 fee, this can be done either online at the Oregon Central Business Registry webpage (you’ll need to create a user account) or by mail. To complete this form you will need to know the following:
  1. The final name and address of your LLC
  2. The name and address of the company’s registered agent
  3. The name(s) and address(es) of the organizer(s)
  4. Whether the LLC will be member-managed or manager-managed
  5. Whether the LLC will provide professional services
  6. The term of existence and duration of the LLC

Step 4
Create an Operating Agreement

You may want to consider preparing an operating agreement to outline the ownership and operating procedures for your LLC.

Though not required by the state, an operating agreement will set the guidelines for running your company. This does not need to be filed with the state, but it can go a long way toward ensuring your company’s success.

Step 5
Apply for an EIN and Review Tax Requirements

An IRS Employer Identification Number (EIN) is required of your LLC unless it is a single-member LLC with no employees. Obtaining an EIN is as easy as completing the application on the IRS website.

It’s possible your company will need to register with the Oregon Department of Revenue (DOR). Whether or not your company needs to follow this step will depend on the exact types of taxes it will be collecting and/or has been collecting from the state as well as whether you have employees.

Speaking of employees, if you have them, you’ll have to register for an Oregon Business Identification Number (BIN) in order to report and pay the state payroll tax, which includes employee withholding tax and unemployment insurance tax. You can get your BIN at the Oregon Business Registry.

Other Considerations
Foreign LLCs and Business Licenses
Foreign LLCs

If your company is a foreign LLC, also referred to as an out-of-state LLC, wanting to do business in the state of Oregon, you’ll need to follow all the steps outlined above with a few minor differences.

You will need to file an Application for Authority to Transact Business - Foreign Limited Liability Company with the Oregon Secretary of State as well as a Certificate of Existence (referred to as a Certificate of Good Standing in some states) from your LLC’s domestic or home state. The certificate must date back no more than 60 days prior to filing. The filing fee is $275.

Business Licenses

Some industries will require you to secure federal, state, and/or local licenses to legally operate in the state of Oregon.

Although there isn’t one central location where you can check to see if your business has everything it needs to be compliant, visiting the How to Start a Business in Oregon webpage and the searchable Oregon License Directory will help you find the state-level licensing you need while this page from the U.S. Small Business Administration can aid your search on the federal level.

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