How to Start an Oregon LLC

✓ 1. Name your Oregon LLC

How to Name an Oregon LLC

Pick a unique name for your LLC. Choosing your company’s name is the first step to starting your Oregon LLC. Your name is how customers and clients will remember you. It will also be what draws in prospective buyers as you begin marketing.

While your name needs to be catchy and memorable, it also should fit your industry. If you’re forming an LLC with other owners (called “members”), you’ll want their input to ensure everyone agrees on a company name. Lastly, but most importantly, you need to make sure your name is compliant with Oregon’s business laws.

We recommend making a list of three to five names (or more) before conducting your Oregon business name search to see which names are available. You have to make sure that your LLC’s name doesn’t already belong to another company in Oregon. This is where the list comes in handy.

Oregon Secretary of State Requirements

Next, make sure you review the additional requirements for naming your LLC in Oregon before settling on a name. From there, you’ll decide on the remaining names on your own or with the other members until you have the name that best fits your company and meets Oregon’s compliance laws.

When you have your name ready, you’ll also need to decide on an LLC designator. An LLC designator is a suffix added to your company name to denote that your business is an LLC. This means you’ll need to add a suffix like “LLC” to the end of your company name. You have three choices: spelling out “Limited Liability Company” in full or using the abbreviation “LLC” or “L.L.C.”

Once you have your designator chosen, you have the option to reserve your company’s name to ensure no one else takes it while you’re finishing the registration process. Oregon allows you to reserve a business name for 120 days for a fee.

Naming a Professional LLC (PLLC) in Oregon

Technically, in Oregon law, you won’t find the exact phrase “professional limited liability company.” But it is important to note that licensed professionals like doctors or lawyers are allowed to form an LLC for their professional service (so in a sense, a PLLC is allowed). You can use the same designator as a standard LLC, and you’ll need to meet all other business naming laws for regular LLCs.

The only extra requirements you might need to uphold when naming your LLC come in the form of industry requirements; your industry’s regulatory board might have rules for a business name. Please consult with your regulatory agency for industry-specific guidelines about naming a business.

Securing a Domain Name for Your Oregon LLC

While the above covers the basic steps for selecting an LLC name, there are some other factors you’ll want to consider. For instance, if you want to create a company website, you’ll need to find an available domain name, ideally one that matches up with your company’s name. You can do a fast business name search to determine if your URL is free. Once you’ve found a domain name that makes sense, reach out to a professional company to help you register your new domain name.

Check federal and state trademarks

The Secretary of State may accept your LLC’s name, but that doesn’t mean it’s totally in the clear. Business names can be trademarked at the federal and state levels. Check with the United States Patent and Trademark Office website to see if anything similar is already trademarked at the federal level.

State trademarks apply only within the state, but they’re easier and less expensive to get than federal trademarks. To check to see if your name has been trademarked in Oregon, Oregon.gov has a database of state trademarks you can check. While you’re there, you can also apply for a state trademark of your own.

Trademark Search: Want to register a trademark? You check the availability of your intended trademark at the United States Patent and Trademark Office and the Oregon Secretary of State Trademark search.

It’s also a good idea to do some independent research to see if anyone else has laid claim to your desired business name. You can conduct internet searches or even consult a trademark attorney.

Getting an Assumed Name for Your LLC in Oregon

In addition, you might be interested in securing a DBA name. A DBA (“doing business as”) name, also known as an “assumed name” in Oregon, is an alternate name you can use for your business. You’ll need to register an assumed name if you plan to do business under any name other than your LLC’s legal name.

To secure a DBA in Oregon, you’ll go back through the name search to ensure the name you’ll use is available. If it is, you’ll fill out a new Assumed Name Registration form. There’s a filing fee for this, and the filing is good for two years.

✓ 2. Appoint a registered agent in Oregon

Designate a registered agent. Once you have your company name decided, you’ll next want to find a registered agent for your Oregon LLC. A registered agent is an individual or business entity that receives important legal documents (such as service of process) as well as correspondence from the Oregon Secretary of State on behalf of your LLC.

Every LLC in Oregon is required to designate a registered agent for their company. Your Oregon registered agent can be an individual or business entity as long as they meet state requirements. 

If the agent is an individual, they must be an Oregon resident who’s at least 18 years old. If the agent is a business entity, it must be authorized to transact business in Oregon. In either case, the agent must be available during normal business hours (typically 9 a.m. to 5 p.m. local time) at a designated physical street address so that they can receive service of process in person. The address can’t be a P.O. box or something similar.

Should you become your own registered agent?

Can you be your own Oregon registered agent? Technically, yes. Some companies decide to have an owner serve as their registered agent, but this isn’t always a good idea. Since the government will be reaching out to this agent with important legal documents (potentially including service of process), you likely won’t want to have this happen at your office, where you’ll be meeting with clients during normal business hours.

Registered Agent Services

Many LLCs opt to hire professional registered agent services for this purpose. Here are a couple reasons why you might want to utilize a professional registered agent service rather than acting as your own registered agent:

• Freedom to leave the office, as the registered agent must be present at the office during all normal business hours.
• If you’re designated as your LLC’s registered agent and your office address changes, you’ll be required to refile forms and pay additional filing fees. If you work with a registered agent service, you can change your office address as much as you need to without refiling registered agent paperwork.

✓ 3. File Oregon Articles of Organization

File your LLC paperwork with the state. Now that you have your official company name and a registered agent, you’re well on your way to starting an LLC in Oregon. You’re ready to register your LLC with the state of Oregon. You’ll do this by submitting your Articles of Organization through the Oregon Secretary of State website.

What should be included in the Articles of Organization?

You’ll need the below information handy to complete the Articles of Organization form:

• Your LLC’s name. Enter your LLC’s official name, including the LLC designator you selected.
• Your LLC duration. Check “perpetual” if you do not have an end date in mind. Otherwise, specify the date when the LLC will dissolve.
• Your LLC’s principal office address. Enter the primary operating address for your LLC. This could be your office address or residential address.
• Your registered agent’s name and address. Enter your registered agent’s full legal name and operating address (located in Oregon). 
• Address where the division may mail notices.  This is the address where renewal notices will be mailed. Other types of mail will also be delivered to this publicly available address.
• Your LLC management structure. Enter whether the member(s) will manage your LLC or if appointed or hired manager(s) will run the business.
• Professional licensed services. If your LLC will be providing a licensed professional service under ORS 58.015 (5), you’ll need to describe it here.
• Benefit company selection. Check this box if you’re forming a Benefit company.
• Indemnification:  Checking this box means that you want to indemnify your members, managers, employees, and agents for liability and related expenses under ORS 63.160 – 63.170. Basically, this provides for additional legal protection for them. If you need clarification, consult an attorney.
• List of LLC members and managers. Enter the names and addresses of all of the LLC’s members (owners) and any managers as they apply to your company. You’ll need to certify that you have at least one organizer and one member.
• Select an individual with direct knowledge. Enter the name and address of one member or manager who will have direct knowledge and understanding of the company’s operations.
• Duration. When you submit your filing, make sure to specify whether you want your LLC to be perpetual or to dissolve on a particular date.
• Organizer signatures. This is where you and any other owners will sign.

How to File Your Paperwork

There’s a $100 fee for filing fee this form. You can submit the form directly online (Oregon encourages online filings) or mail it to the address below:

Oregon Secretary of State
Corporation Division
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327

Once you get your physical paperwork back from the state approving your new LLC, you’ll want to keep it in a safe location along with your other important documents, such as your operating agreement, member certificates, contracts, compliance checklists, transfer ledger, etc.

How to Amend Your Articles of Organization

If any of the original information in your Articles needs to be changed or updated, such as adding new members or changing your registered agent, your business is required to inform the state about the changes.

You would report these changes by filing Articles of Amendment with the Oregon Secretary of State Corporation Division and paying a fee.

✓ 4. Create an operating agreement

Draft an LLC operating agreement. At this point, you’re ready to start creating your LLC’s operating agreement. This agreement is not required by law, but it’s strongly encouraged for all businesses. Your LLC’s operating agreement will clearly lay out how your LLC is managed and the different operational procedures to be followed. These agreements are particularly important for LLCs with multiple members, as you can create the way that voting structures and financial profits are managed.

If you’re the only member of your company, an Oregon LLC operating agreement might seem unnecessary, but it can be very important. This document will help protect your business if you’re ever incapacitated or unable to manage your LLC. This will allow your company to continue operating as you’ve outlined. Without this agreement letting your wishes be known, your company will default to being run according to state law, which could be a poor management strategy for your LLC.

Here are some other reasons why you should consider drafting an Oregon LLC operating agreement:

• An LLC operating agreement can further delineate your company and personal finances, so your personal assets are less likely to be on the hook for company liabilities or debts.
• An operating agreement can make it easier to resolve or prevent conflict since management structures and voting guidelines will be clearly outlined within this document.
• An operating agreement makes your company’s operational practices clear to all new members, investors, and managers, so they’ll know how your company is run before agreeing to join.

Although filing your operating agreement is not a state requirement, it’s important to have copies available in case they’re ever needed.

✓ 5. Apply for an EIN

Get an Employer Identification Number (EIN). Once your operating agreement is complete, you’re ready to move on to the fifth and final step — registering for an EIN and checking to see if your company needs any special permits or licenses.

To get started, you’ll need to register your LLC with the Internal Revenue Service (IRS) by requesting an Employer Identification Number (EIN). Your company’s EIN is equivalent to a Social Security number, but for businesses. With your EIN, you can file your taxes, set up a business bank account for your company, and hire employees.

If you only have one member in your LLC and no employees, you may not have to register for an EIN, although you might want to. Having an EIN can offer benefits, such as making it easier to separate your company’s taxes and assets from your personal taxes and assets.

You can get your LLC’s EIN through the IRS website, by mail, or by fax.

✓ Step 6: Get the licenses and permits your business needs

There’s a good chance that your Oregon LLC will need at least one license to operate compliantly, but it could need even more. Unfortunately, this step isn’t quite as simple as saying, “File this form with the Oregon Secretary of State.” For this step, you’ll need to dig in and do some research.

For starters, some LLCs need to get federal licenses. For example, suppose you want to start a vineyard in the Willamette Valley to craft the perfect Pinot Noir. In that case, you’d need to get a license from the Alcohol and Tobacco Tax and Trade Bureau since you’d be manufacturing and selling alcohol. Meanwhile, aviation businesses would need to get a license from the Federal Aviation Administration. If your LLC involves a heavily regulated activity, there’s a good chance you’ll need a federal license, but it’s your responsibility to research and know for sure. 

Next, you’ll have to check state-level licenses. Unlike some states, Oregon doesn’t have a state-level general business license. Oregon also doesn’t have a sales tax, so you won’t have to worry about getting a sales tax permit. The bulk of Oregon licensing requirements come at the local or industry levels. Oregon does offer a helpful tool, the License Directory Search, which can help you get started on your search for your licensing requirements. 

Oregon municipalities are allowed to add their own licensing requirements, including general licenses and industry-specific ones. For example, the city of Portland requires a city-level business license, which comes with a business license tax. Columbia City also requires a business license. It’s possible that your city or county (or both) has a similar requirement.

You may also need to get zoning permits for your location. Similarly, if you’re working out of your home, you may be required to get a home occupation permit. Ultimately, it’s your responsibility to research your local requirements.

Last but not least, you’ll need to research licenses related to your industry or profession. A wide variety of professions need to get licenses from their industry’s regulatory board. For example, a speech therapist would need a license from the Oregon Board of Examiners for Speech-Language Pathology and Audiology. A dentist would need their license from the Board of Dentistry. Attorneys would need licensure from the State Bar. And the list could go on. 

Long story short: you’ll need to do plenty of research to ensure you get all of the licenses that apply to your business — your unique industry, services, and business location. 

Licensing as a Professional LLC

Licensing is extremely important for a PLLC in Oregon. It’s your responsibility to ensure that everyone who offers your company’s professional service is appropriately licensed at all times. But remember that these professional licensing requirements don’t overwrite your other state and local licensing requirements. You’ll still need to get those licenses, too. 

After Forming an LLC in Oregon

After successfully forming your LLC in Oregon, your work isn’t quite finished. It’s crucial to complete several key steps to help ensure your business is fully operational and compliant with state laws.

Setting Up an Accounting System

An effective accounting system is essential for managing your LLC’s finances. It helps in tracking expenses, managing budgets, and even preparing for tax season. 

There are lots of tools available to cover this step, from the simple spreadsheet to robust accounting software or even hiring a professional. What matters most is that you have a system in place and stick to it.

Opening a Business Bank Account

Once you’ve secured an EIN, you’ll be able to open a business bank account. Having separate accounts for your business and your personal banking is critical for sorting out your finances at tax time and helps you avoid commingling funds. Commingling funds can not only make your taxes more difficult, but it could also be used against you if someone takes you to court to challenge whether you and your LLC are truly separate entities (that is, they want to sue you for not just your business assets, but also your personal assets).

Staying Informed About Legal Requirements

Staying updated on legal requirements, including tax laws and employment regulations, is vital for your LLC’s ongoing compliance. In this guide, we’ve covered the basic current requirements to start an LLC in Oregon. But they’re subject to change at any time, and it’s your responsibility to adapt accordingly. 

Regularly review state guidelines to stay informed. You might also find it helpful to consult with an attorney or CPA on a regular basis to check that you’re compliant.

Cost to Start an LLC in Oregon

Starting any business will entail some startup costs. Here are some of the most common costs you should expect with your Oregon LLC. 

• Articles of Organization: $100 (plus any expedited processing fees)
• Registered Agent Service Fee: Varies by provider, but usually ranges between $100-$300 per year
• Annual Report Filing Fee: $100 (plus late fees if applicable)

These costs can vary, so it’s recommended to check current fees with the Oregon Secretary of State. Plus, there’s a very good chance you’ll have some unique costs, like getting permits or hiring an attorney for advice.

Types of LLCs in Oregon

If you’re thinking of forming an LLC in Oregon, there are actually a couple of different types available, each suited to different business needs.

Single-Member LLCs

If you’re a solo dreamer in the Beaver State, then a single-member LLC might be a perfect fit. With this structure, you take charge as the sole owner while also enjoying the liability shield that LLCs offer.

Multi-Member LLCs

If you have one or more friends or family members excited to start a business with you, then a multi-member LLC could be a great way to team up with security. A multi-member LLC helps ensure each member’s input is valued while splitting profits, losses, and responsibilities according to the agreed terms.

Professional LLCs

A professional limited liability company (PLLC) is made for licensed professionals such as doctors, engineers, and attorneys. It provides liability protection while meeting professional licensing requirements. PLLCs do not shield members from personal malpractice claims but protect against claims made against other members.

Strictly speaking, Oregon doesn’t have a PLLC structure outlined in state law, but licensed professionals are allowed to form a standard LLC. So, practically speaking, you can still form a PLLC in Oregon.

Does Oregon allow a Series LLC?

No. In Oregon, you can’t form a Series LLC. A Series LLC refers to a group of LLCs that fall under one parent LLC. Most states don’t allow you to form Series LLCs.

Oregon Small Business Resources

If you ever find yourself looking for a helping hand, there are quite a few resources available to you. Oregon offers several resources for small businesses. Here are just a few of them.

• Oregon Small Business Development Center (SBDC): Provides advice, training, and research services.
• Oregon Office of Small Business Assistance: Offers answers to questions about state and local government regulations.
• SCORE Oregon: Provides free mentoring and workshops for small business owners.

These resources can be invaluable for guidance and support as you establish and grow your LLC in Oregon. And, of course, this isn’t an exhaustive list; there are other resources, like professional networks, industry groups, and more.

Popular Oregon Cities for Businesses

When considering great cities and locations to start a business in Oregon, it’s important to factor in aspects such as the local economy, access to resources, business-friendly policies, and the target market. Based on these criteria, here are some notable cities and locations in Oregon that are conducive to starting a business:

• Portland: As the largest city in Oregon, Portland offers a diverse market, a vibrant culture, and a strong focus on innovation and sustainability. The city is known for its supportive environment for startups and small businesses, particularly in the tech, creative, and green energy sectors.
• Bend: Known for its entrepreneurial spirit, Bend is a hub for outdoor recreation and tourism-related businesses. The city also has a growing tech scene and offers a high quality of life, which can be a draw for attracting talent.
• Eugene: Home to the University of Oregon, Eugene provides a youthful and educated workforce. The city is ideal for businesses in education, sports, and the arts. It’s also known for its environmental focus and support for green businesses.
• Salem: As the state capital, Salem offers proximity to government resources and a stable economy. The city has a diverse economic base, including agriculture, manufacturing, and public sector employment, which can offer varied business opportunities.
• Beaverton: Located near Portland, Beaverton is home to numerous technology companies and startups. The city is known for its strong economy, business-friendly environment, and high quality of life.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. For specific questions about any of these topics, seek the counsel of a licensed professional.

ZenBusiness is a financial technology company and is not an FDIC-insured bank. Banking services provided by Thread Bank, Member FDIC. FDIC deposit insurance covers the failure of an insured bank. The ZenBusiness Visa (or Mastercard) debit card is issued by Thread Bank, Member FDIC, pursuant to a license from Visa U.S.A. Inc. (or Mastercard U.S.A. Inc.) and may be used anywhere Visa (or Mastercard) cards are accepted. Certain conditions must be satisfied for pass-through deposit insurance coverage to apply.

Your deposits qualify for up to $3,000,000 in FDIC insurance coverage when placed at program banks in the Thread Bank deposit sweep program. Your deposits at each program bank become eligible for FDIC insurance up to $250,000, inclusive of any other deposits you may already hold at the bank in the same ownership capacity. You can access the terms and conditions of the sweep program at https://thread.bank/sweep-disclosure/ and a list of program banks at https://thread.bank/program-banks/. Please contact customerservice@thread.bank with questions on the sweep program. Pass-through insurance coverage is subject to conditions.