Launching a new business is exciting. You can create and grow your idea into a revenue stream, and you’re also able to collaborate and learn from other professionals along the way. While getting your company off the ground can seem like an overwhelming task, the process isn’t as complicated as you might think when forming a limited liability company (LLC).
If you’re planning to form a new Oregon limited liability company, you’ll be happy to know that you can have your business legally formed and registered in about five steps. Completing the formation process can seem daunting, but we’ll be right here to guide you.
When forming an LLC in Oregon, you’ll need to make sure your company adheres to a few legal requirements, fill out the necessary paperwork, and set yourself up to pay taxes. You’ll also need to register your business with the state government, so it can officially recognize your LLC and pass along important legal and business communication.
However, before you can officially register your LLC in Oregon, there’s some work to be done. This involves deciding on an available LLC name for your company (and reserving this name if you choose), selecting a registered agent to act on behalf of the company, creating an Operating Agreement to determine how your LLC will be run and getting set up with the IRS.
We know the process can feel overwhelming. We’ll take you through every step of how to form an LLC in Oregon, and we’ll also show you how our services can alleviate much of your anxiety.
Step 1: Name your Oregon LLC
Choosing your company’s name is an important first step. Your name is how customers and clients will remember you, and 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 does not already belong to another company in Oregon. This is where the list comes in handy. Follow the instructions on our Oregon Business Entity Name Search page to learn how to search for the names on your list. If they’re already taken, cross them off. If not, narrow your list down.
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. If you’d rather not deal with this process yourself, we have a business name reservation service that can handle it for you. As part of the service, we also check to see if your desired name is available.
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. You can do a fast domain 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 like ours to help you reserve your new domain name.
In addition, you might be interested in securing a DBA name. A DBA (“Doing Business As”) name, also known as an “assumed name,” is an alternate name you can use for your business. 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. Our DBA service can take care of this for you.
Finally, to make sure you’re entirely in the clear with your desired business name, visit the United States Patent and Trademark Office website to make sure your business name or logo isn’t already federally trademarked. Trademarks can also happen at the state level, so you’ll also want to make sure that no state trademarks exist on your planned LLC name. To find out more and/or apply for a state trademark, go to the Oregon Secretary of State website page for trademarks.
Step 2: Appoint a registered agent in Oregon
Once you have your company name decided, you’ll next want to find a registered agent for your Oregon LLC. A registered agent works with your LLC to receive important legal notices and updates from the Oregon Secretary of State.
Every LLC in Oregon is required to designate a registered agent for their company. Your registered agent can be an individual or business entity, as long as they meet Oregon requirements. They’ll need to work in-state and be available for contact during normal business hours (typically 9 a.m. to 5 p.m. local time). The street address of their business cannot be a P.O. box or something similar.
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 won’t want to have this happen at your office, where you’ll be meeting with clients.
Here are a couple more reasons why you might not want to act as your company’s registered agent:
- Freedom to leave the office, as the registered agent must be present at the office during all normal business hours.
- If you are 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 an outside agent service, you can change your registered agent address as much as you need to without refiling registered agent paperwork.
That’s why many LLCs choose to hire an outside registered agent service like ours. You can opt for a professional registered agent service to pass along all of your legal documents and paperwork to ensure you remain in good standing.
Step 3: File Oregon Articles of Organization
Now that you have your official company name, and you’ve chosen a registered agent, 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.
Filing official government documents like this can be intimidating for many people, which is why we’re here. With our business formation plans, our team of professionals handles the filing for you to make sure it’s done quickly and correctly the first time. But, although we can handle this for you, we’ll show you how the process works below.
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). You can also designate a secondary address if their mailing address is different from their operating address (both should be in-state).
- Your LLC management structure. Enter whether the member(s) will manage your LLC or if appointed or hired manager(s) will run the business.
- LLC industry. Enter the type of industry your company falls into.
- Benefit company selection. Check this box if you’re forming a Benefit company.
- List of LLC members and managers. Enter the names and addresses for all of the LLC’s members (owners) and any managers as they apply to your company.
- 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.
- Organizer signatures. This is where you and any other owners will sign.
There’s a fee for filing fee this form. You can submit the form directly online (Oregon encourages online filings) or mail it to the below address:
Oregon Secretary of State
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327
If you have us handle filing your Articles of Organization, once the state approves your LLC, your paperwork will be available from your ZenBusiness dashboard, where you can keep it and other important paperwork digitally organized.
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. We offer a customized business kit to help you keep these important documents organized and looking professional.
By now you’re realizing how often you’ll need to supply an address for your new business. That can be unsettling for some business owners, especially those running their business from home. In instances where you’re not required to give the registered agent address or official principal address for your business, a virtual business address can come in handy.
With our virtual business address service, we supply you with a physical street address where you can have your mail sent without divulging your real address to more people than necessary. Then we can send that mail to the address of your choice.
Step 4: Create an 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 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 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, your company will be 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 operating agreement can further delineate your company and personal finances, so your personal assets are never 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.
Not sure how to begin crafting an operating agreement for your LLC? We offer a customizable template to help get you started.
Step 5: Apply for an 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 handle 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, but if you’re unfond of dealing with that particular government agency, we can get it for you. Our EIN service is quick and eliminates the hassle.
After you are registered with the IRS, you’ll want to find out if there are any special permits or licenses you’ll need to operate in Oregon. A general business license is not required in this state, but your industry or county may require one. There could also be additional licensing your LLC requires on the local, state, or federal level, so you’ll need to do some careful research to find out what you need.
If you don’t have the time or inclination to do all this research, or if you just want the peace of mind to know that your LLC has all the licenses and permits it’s legally required to have, our business license report service can do the work for you.
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 (i.e., they want to sue you for not just your business assets, but also your personal assets).
We offer a discounted bank account for your new business. This allows for unlimited transactions, online banking, a debit card, and more. When you want to authorize others in your business to use the account, we offer a banking resolution template to simplify the process.
For further help managing your new business’s finances, try the ZenBusiness Money App. It can help you create invoices, receive payments, transfer money, and manage clients all in one place.
Oregon LLC FAQs
How much does it cost to start an LLC in Oregon?
The state fees for forming an LLC in Oregon can range from $100 to $200, depending on factors such as whether you choose to reserve your business name. Note that fees change over time, so check the Oregon Secretary of State website for the most recent fee schedule.
You’ll also need to be aware that you’re expected to file an annual report in Oregon, with some basic information about your LLC each year. You can file this report directly online. You’ll need to pay a filing fee, which also renews your LLC’s registration.
We can help you with your annual report in a couple of ways. Our annual report service will help you file your annual report, and our Worry Free Compliance service not only helps with filing your annual report but also sends you other important compliance reminders and helps you with two amendment filings each year.
What are the benefits of an LLC in Oregon?
LLCs are popular business structures — particularly for small businesses and first-time business owners. There’s a good reason for this. LLCs offer many legal and tax benefits while providing a flexible management style. Here are the main reasons business owners opt to form an LLC:
- They want to separate their business finances from personal assets. An LLC makes it easier to keep your business and personal profits, debts, and liabilities separate.
- They want more flexibility in how their company is managed. Corporations have strict rules and regulations to adhere to, but LLCs have fewer requirements, allowing you to run your business the way you see fit.
- They don’t want to deal with many reporting requirements. LLCs have much fewer reporting requirements than corporations, making them easier to manage.
- They don’t want to be taxed twice. LLCs provide an exemption from double taxation by only requiring owners to pay federal income taxes on LLC profits when filing their individual taxes, rather than requiring this tax on both individual and company tax filings.
How is an Oregon LLC taxed?
While you already know that you’re protected from double taxation when running an Oregon LLC, you’ll want to be aware of a few additional tax requirements. You’ll need to decide how your LLC should be taxed, and we recommend talking to an experienced accountant if you have any questions. Let’s take a quick look at all of the Oregon tax requirements for LLCs:
- Self-employment tax: If you’re an owner of the LLC, the IRS will consider you self-employed. This means you’ll be expected to pay into Social Security and Medicare, otherwise known as self-employment taxes.
- For LLCs that choose to be taxed as a corporation: LLCs that opt to be taxed as a C corporation will need to fill out an 8832 tax form via the IRS website. To file as an S corporation, you’ll need Form 2553.
- For LLCs that want to avoid tax penalties: No matter how you choose to be taxed, you will have to pay taxes on your income. These taxes will be due when you file each year, but to avoid hefty fees, it’s important to make estimated quarterly payments throughout the year, for both state and federal taxes. You can submit your Oregon taxes and federal taxes online. If you have employees, you’ll be required to withhold taxes from their paychecks. This means you’ll need to set up a withholding account with the Oregon Department of Revenue to pay this money to the IRS.
- For LLCs that sell goods: Many states require you to obtain a sales tax license and account; however, there is no general sales tax in Oregon, so you can skip this step.
Those who purchase any of our plans get a free accounting consultation and tax assessment from our specialists to receive helpful resources and no-obligation recommendations around your bookkeeping, accounting, and tax needs.
What is the processing time to form my Oregon LLC?
If you file your Articles of Organization for Oregon online, your request will typically take 24 hours to be confirmed. If you file by mail, the process can take longer.
Do I need to file my operating agreement with the state of Oregon?
No, you are not required to file an operating agreement to form your Oregon LLC, but it is recommended that you create one to help protect your company.
What tax structure should I choose for my Oregon LLC?
Most LLC owners have their business taxed the default way, which is as a sole proprietorship (for single-member LLCs) or a partnership (for multi-member LLCs). This method only requires partners to pay taxes on their percentage of the profits on their personal tax returns. The LLC itself is not taxed on profits.
An LLC might choose to be taxed as a corporation if it yields high earnings or is a large company. It’s important to understand the distinctions of being taxed as a corporation. We strongly encourage you to talk to an accountant or tax specialist if you have any questions.
Does Oregon allow a Series LLC?
In Oregon, you cannot form a Series LLC. A Series LLC refers to a group of LLCs that fall under one parent LLC. Most states do not allow you to form Series LLCs.
Which licenses and permits are required for an LLC in Oregon?
Oregon does not require a general business license to operate an LLC. You may need a special permit or license depending on your location or industry.
You’ll need to make sure your LLC has all the licenses and permits it’s required to have by law. Unfortunately, because licensing varies by industry and location and can occur on the federal, state, and local levels, there’s no central place to check to see if you have all the licenses and permits you need. You’ll have to do some research.
If you don’t have the time or inclination to do all this research, or if you just want the peace of mind to know that your business has all the licenses and permits it’s legally required to have, our business license report service can do the work for you.
How do I dissolve an LLC in Oregon?
If you decide to dissolve your LLC, you’ll need to fill out an Oregon Articles of Dissolution form. There is a filing fee for this.