One of the initial things you’ll need to determine before filing your paperwork to form a limited liability company (LLC) in Oregon is who will serve as your registered agent. The state requires all LLCs to have one, but what is a registered agent? What are their duties, and what are the requirements to be one?
What is an Oregon Registered Agent?
A registered agent is an individual or business that is designated by the LLC to receive important legal documents on behalf of the company. This position is crucial to ensure that the correct people within an LLC are notified in person when there are time-sensitive events, such as service of process for lawsuits. The agent also receives important notices from the state, such as garnishment notices against employees, a notice of annual reports, and tax notifications.
Who can be a Registered Agent in Oregon?
According to Oregon law (ORS 63.111), a registered agent is an individual or a business entity located at a physical street address in Oregon whose sole responsibility is to accept legal documents on behalf of the business. An entity cannot designate itself as its own registered agent. The registered office is the physical street address where the registered agent is located during normal business hours. The registered office address may be the same as the company’s place of business. The registered office address must be a physical street address located in Oregon and cannot be a Post Office box or something similar.
A registered agent can be:
- An individual who resides in this state and whose business office is identical to the registered office or
- A registered domestic or foreign (out-of-state) business entity such as a corporation, limited liability company, professional corporation, or nonprofit corporation authorized to transact business in this state whose business office is identical to the registered office.
Should you be your own Oregon Registered Agent?
Although it may seem like the cheapest option is to serve as your own registered agent, there are some solid reasons to instead use a registered agent service, such as:
- Availability – A registered agent needs to be available at the principal address during regular business hours. This makes it difficult to leave the office to run errands, meet up with potential clients, take a sick day, etc.
- Avoiding Embarrassment – If you serve as your own registered agent and a lawsuit is filed against the business, you could have papers served to you at your office in front of clients. Obviously, that could be bad for business.
- Compliance Reminders – Some registered agent services (like ZenBusiness) provide reminders of upcoming state requirements, such as filing annual report filings. Forgetting compliance obligations will eventually cause problems with the state.
- Penalties and Fees – Not continuously maintaining a current registered agent could mean fines and other penalties, including having your LLC dissolved by the state.
How is a Registered Agent Appointed in Oregon?
You must name your registered agent when you complete the official paperwork with the state to form your LLC, so you need to decide who your registered agent or registered agent service will be before you begin that process. Of course, you need to be sure to inform whomever you’re appointing and get their permission to serve in that role.