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. When any of the information contained in this document changes, the Secretary of State requires your LLC to keep it up to date by filing Articles of Amendment.
The amendment process can be tricky, especially for business owners who are more focused on running their company. We’re here to help you every step of the way.
What are Oregon Articles of Organization?
Filing your Oregon Articles of Organization with the Secretary of State officially forms your business and authorizes you to operate within the state.
To accurately fill out the Articles of Organization form, you’ll need the following:
- Name of your LLC
- Duration of your LLC
- Principal office location
- Name of your Oregon registered agent and the registered office address
- The mailing address for your corporation
- Whether the LLC is managed by its members or a manager
- One or more organizer signatures
- Names of members of the LLC
- Name of an individual with direct knowledge
LLCs can include additional provisions that outline the internal affairs of the company.
If you haven’t formed your Oregon business, check out our Oregon LLC formation service to see how we can make the process easy and quick.
Step 1: Determine if you need to change your Oregon Articles of Organization
The Secretary of State uses the information provided in your Articles of Organization for a variety of reasons, including:
- Publishing the information as part of public record
- Registered agent information for service of process
- Compliance and auditing purposes
To ensure this information is accurate, you need to inform the Secretary of State within 30 days of making any changes. LLC members can delete or alter provisions contained in the Articles of Organization or add entirely new provisions.
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:
- Applies for a loan
- Opens a corporate bank account
- Contracts with a government entity
The inability to obtain a Certificate of Existence can result in missing out on funding opportunities and fruitful business relationships. To avoid falling out of good standing, file Articles of Amendment within 30 days of changing the information contained in your Articles of Organization.
Step 2: Identify what to change in your Oregon Articles of Organization
You can update the Secretary of State by filing an Articles of Amendment. Oregon requires LLCs to amend their Articles of Organization when:
- There is a false or erroneous statement in the Articles of Organization
- There is a change in the duration of the LLC
- The members want to restate the Articles of Organization
- The members want to alter or add a provision to the Articles of Organization
The LLC members can add or remove optional provisions from the Articles of Organization by filing an Oregon LLC Amendment, in addition to changing the required information.
Step 3: Gather information for filing your Oregon amendment
To file the Articles of Amendment, you need the following information:
- The name of the LLC
- The amendment(s) to your original Articles of Organization
- An explanation for how the amendment was approved
- The principal place of business for the corporation
- The name of an individual with direct knowledge
- The signature of the person filing the Articles of Amendment
Step 4: File your Oregon LLC amendment
Oregon accepts Articles of Amendment filings by mail. Complete the form provided by the Secretary of State and send it along with the required processing fee to the Secretary of State’s Corporation Division in Salem.
Amending your Articles of Organization can seem daunting, but don’t worry. We can make this easier with our amendment filing service to make sure your amendments are properly drafted and submitted. It’s also a feature of our Worry-Free Compliance service, which includes two amendments per year to help you stay compliant. All you have to do is pay the state filing fee.
Oregon Articles of Amendment vs. Restated Articles of Organization
Restated Articles of Organization allow you to make entirely new Articles of Organization for your LLC and register them with the state. Restated Articles allow you to add, remove, or alter information in the original Articles of Organization but only on issues that don’t require unanimous member approval.
If the changes or additions need member approval (and most do), you must file Articles of Amendment along with the Restated Articles. In addition, Oregon allows name changes in Restated Articles of Organization, but not with Articles of Amendment. Both types can be filed by mail by completing the form and sending it to the Secretary of State.
Let us help keep your Oregon LLC compliant
Over time your business may need to make changes. When that occurs, make sure to file Articles of Amendment with the Oregon Secretary of State and inform them of any changes that alter the validity of your Articles of Organization. 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 business. We have your back. Our Worry-Free Compliance service includes:
- Alerts for important compliance and filing deadlines
- The filing of your annual report and two amendments per year
- Expert support in the event your Oregon LLC falls out of good standing
When you work with us, we’ll be here to help every step of the way.
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.
- Do I need an attorney to amend my Articles of Organization in Oregon?
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.
- What business changes can be reported in an Oregon LLC Articles of Amendment form?
Any additions, deletions, or revisions to the information in an Oregon LLC’s original Articles of Organization may be reported in an Articles of Amendment form.
- Are Oregon LLC Articles of Amendment the same as an annual report?
No. Oregon requires LLCs to submit annual reports every year, regardless of whether the LLC made changes to information contained in the Articles of Organization. The failure to file your report annually 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.
- How long does it take to file LLC Articles of Amendment in Oregon?
Because Oregon does not allow LLCs 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.
- What will I receive from the State of Oregon when the Articles of Amendment are filed?
The Secretary of State should return an acknowledgment that you filed your Articles of Amendment.