Discover why amending your Oregon Articles of Organization or Articles of Incorporation is essential for compliance and adaptability. Explore our guide below for expert insights.
When you form an Oregon limited liability company (LLC), you provide important information about your business to the Oregon Secretary of State by filing Articles of Organization. If you form a corporation, you’ll file the Articles of Incorporation instead. When any of the information contained in these founding documents changes, the Secretary of State requires your LLC or corporation to keep it up to date by filing Articles of Amendment.
The amendment process can be burdensome, especially for business owners who are more focused on running their company. We’re here to help you every step of the way.
If you need to make changes to an Oregon LLC, we’ll show you how to do that in this section. But if you need to make changes to an Oregon corporation, keep scrolling to the section titled “Amending an Oregon Corporation Articles of Incorporation.”
In Oregon, the Articles of Organization is the form that officially creates your business and authorizes you to operate within the state.
To accurately fill out the Articles of Organization form, you’ll need the following:
LLCs can include additional provisions that outline the internal affairs of the company.
In most cases, if you need to make changes to the information you originally listed in your Articles of Organization, then you’ll need to file an amendment and pay a $100 filing fee. However, there are some changes that can instead be with a “Corporation/Limited Liability Company – Information Change” form, which carries no filing fee. In fact, you must use this form instead of an amendment to change your registered agent and registered office. We’ll cover those changes in Step 3.
To make changes, LLCs need to use the Articles of Amendment/Dissolution form. This paperwork allows you to make a variety of changes, including your business name, the provisions you added to your articles, and more.
Before you tackle the paperwork step, it’s helpful to gather the information you need to make your intended changes. For example, if you’re going to be changing your business name, you’ll want to check that you have the right spelling and designator for your new name. If you’re going to amend one of the provisions you added, you’ll want to make sure the wording for the amendment accomplishes the purpose you’re intending.
The form also asks for information about your business, including your principal address and a representative for the company if there are issues with the form. Having this information on hand can help streamline your filing process.
Keeping your business compliant with state business regulations helps it maintain its entitlement to its legal benefits as an LLC. When you file your entity as a legal LLC in Oregon, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business, but this must be made with a different form.
If the information contained in your Articles of Organization is inaccurate, the Secretary of State can refuse to issue an Oregon Certificate of Existence to your Oregon LLC. A Certificate of Existence, also known as a Certificate of Good Standing, verifies that your LLC is registered to operate in Oregon and is in good standing with the state. Many parties request a Certificate of Existence when the business:
The inability to obtain a Certificate of Existence can result in missing out on funding opportunities and fruitful business relations. To avoid falling out of good standing, file Articles of Amendment within 30 days of changing the information contained in your Articles of Organization.
Now it’s time to submit your paperwork. Oregon accepts Articles of Amendment filings by mail. You can also send it by fax to 503-378-4381 using the credit card fax cover sheet. Complete the form “Articles of Amendment/Dissolution – Limited Liability Company” provided by the Secretary of State using the information you gathered in Step 2. Once it’s complete, send it along with the required processing fee to the Secretary of State’s Corporation Division in Salem.
At the time of this writing, the filing fee is $100. Once this paperwork is processed, your amendment will go into effect.
As we mentioned earlier, some changes don’t require an amendment and can be changed using the “Corporation/Limited Liability Company – Information Change” form. Filing this form is free, and unlike an amendment, it can also be filed online. The information you can change with this form includes:
Need to make changes to an Oregon corporation? We’ll show you how in this section.
The Articles of Incorporation is the document that creates a corporation in Oregon; until this form is filed, your corporation won’t technically exist. This form asks for a variety of information about a new corporation, including:
You can also include other additional provisions if you like.
In most cases, if you need to make changes to the information you originally listed in your Articles of Incorporation, you’ll need to file an amendment. However, there are some changes that can instead be with a “Corporation/Limited Liability Company – Information Change” form, which carries no filing fee. In fact, you must use this form instead of an amendment to change your registered agent and registered office. We’ll cover those changes in Step 3.
The Articles of Amendment allows for corporations to amend their Articles of Incorporation to change most of the required information, in addition to adding or removing optional provisions if desired.
The board of directors, acting alone, can adopt certain amendments, including:
Other amendments require shareholder approval prior to adoption. When shareholder approval is required, it’s important to attach documentation verifying the process for voting and approving the amendment, so make sure you have that information on hand. An example of this might be changing your corporation’s share totals. You’d need shareholder approval to increase or decrease the amount, and then you’d need to know those numbers (and the votes that approved it) so you could file the amendment paperwork.
No matter what change you’re making, you’ll need to gather the information you’re going amend so you have it on hand when you file, helping to streamline the filing process.
Next, you’ll complete and submit your paperwork. Oregon accepts the “Articles of Amendment – Business/Professional Corporation” by mail and fax, so you’ll need to download the form from their website and fill it out with the information you gathered during Step 2. Then you’ll need to mail the form (and any supporting documentation) to the Secretary of State’s office in Salem. Or, you can fax it to 503-378-4381 using the credit card fax cover sheet.
At the time of this writing, there’s a $100 fee for this filing. After the paperwork is processed, your amendment will go into effect.
Restated Articles of Organization or Restated Articles of Incorporation allows you to completely re-do your business formation documents. The Amended Articles of Organization or Amended Articles of Incorporation, on the other hand, allows you to add to, remove, or alter information in the original formation document, which stays in effect. The Amended Articles of Organization/Articles of Incorporation supplements the original document rather than replacing it.
Oregon allows the “Restated Articles of Organization – Limited Liability Company” or the “Restated Articles of Incorporation – Business/Professional” to be filed by completing the form and mailing or faxing it to the Oklahoma Secretary of State with a $100 filing fee (as of this writing).
If you’re simply updating basic information about your business, you might not need to file a full Articles of Amendment. The Information Change form may be a better fit. Using the Information Change form, you can update your business address, your registered agent, and/or the names and addresses of your officers or members. (For more details, see Step 3 of the LLC and corporation sections above.) Unlike the Articles of Amendment, the Information Change form has no filing fee (at least at the time of this writing).
Over time, your business may need to make changes. When that occurs, make sure to file the Articles of Amendment with the Oregon Secretary of State and inform them of any changes that alter the validity of your formation documents. Remembering to update the Secretary of State about business changes can be time-consuming and frustrating for entrepreneurs who are rightfully more concerned with running their businesses. We have your back. Our Worry-Free Compliance service includes:
When you work with us, we’ll be here to help every step of the way.
FAQ
Oregon doesn’t require you to hire an attorney to review your Articles of Amendment before it’s filed. However, if you have any questions about your amendment’s legal impact, it might be a good idea to seek the advice of an attorney.
Any additions, deletions, or revisions to the information in an Oregon LLC or corporation’s original Articles of Organization or Articles of Incorporation may be reported in an Articles of Amendment form, with the exception of the registered agent/office. Several changes can instead be made with an Information Change form, which has no filing fee.
No. Oregon requires LLCs and corporations to submit annual reports every year, regardless of whether the business made changes to information contained in the Articles of Organization or Articles of Incorporation. The failure to file your Oregon annual report every year can result in your business falling out of good standing.
The need to file Articles of Amendment arises only when there is a change to the information contained in the original Articles of Organization or Articles of Incorporation.
Because Oregon does not allow businesses to file Articles of Amendment online, processing time is significantly slower than the time required for other filings. The Secretary of State requests at least one week for processing of mailed business registration forms. This timeline can increase depending on the workload of the Secretary of State’s office.
If you submit your amendment with a $5 fee and a self-addressed stamped envelope, the Secretary of State should return a copy of the amendment after it’s approved.
Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
Written by Team ZenBusiness
ZenBusiness has helped people start, run, and grow over 850,000 dream companies. The editorial team at ZenBusiness has over 20 years of collective small business publishing experience and is composed of business formation experts who are dedicated to empowering and educating entrepreneurs about owning a company.
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