Oregon LLC Startup Guide

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. 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.

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.

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 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 register your new domain name.

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.

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. Our DBA service can take care of this for you.

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 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.

Consider ZenBusiness as your registered agent

Our registered agent service can give you peace of mind. Professional registered agent services will pass along all of your legal documents and paperwork to help ensure you remain in good standing.

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. Now 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.

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.
• 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.

How to File Your Paperwork

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 address below:

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

If you have us handle filing your Articles of Organization, once the Oregon Secretary of 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.

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. For some guidance, see our page on amending your Oregon Articles of Organization.

Do you need help amending your Articles of Organization? We have an amendment filing service that can handle it for you, as well as our Worry-Free Compliance service, which includes two amendment filings every year.

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.

Feeling unsure as to how to create an operating agreement for your LLC? We offer a customizable template to help get you started.

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, 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. We can also help you get an EIN for an existing business.

Obtaining Necessary Licenses

After you register with the IRS, find out if there are any special permits or licenses needed to operate your LLC 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 business licenses and permits it’s legally required to have, our business license report service can do the work for you.

Open 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).

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 ZenBusiness Money. It can help you create invoices, receive payments, transfer money, and manage clients all in one place.