The first step in forming an Oregon Limited Liability Company is to make sure the name you want is available.  

It’s critical to do a name search before registering an LLC name, as the name of each LLC must be distinguishable from other entity names registered in the state of Oregon. The Oregon Secretary of State makes it easy to search and verify if your LLC name is available.  Here is more information on how to do an Oregon LLC name search.

In addition to the name being unique, the entity designator (identifier used at the end of the business name) must be either:
– Limited Liability Company
– L.L.C.
– LLC

A comma may be used after the business name and before the designator.  “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.

If you are not ready to register the LLC, you can file the Application for Name Reservation with the Oregon Secretary of State, Corporations Division, to reserve a company name for up to 120 days.

Before settling on a name, you may want to see if a domain name is also available to match your business name and website address.

Every LLC in Oregon is required to have a Registered Agent. A Registered Agent will act as a central point of contact to receive legal documents, tax notices, summons, subpoenas, etc., on behalf of the LLC.

The basic requirements to be a Registered Agent in Oregon include:
– The agent must be an Oregon resident at least 18 years of age or a commercial Registered Agent service with a registered office in the state.
– The agent must have a physical address in the state (PO Boxes aren’t allowed).
– The agent must generally be available during normal business hours at the address provided to receive service of process.

Learn more about the requirements for a Registered Agent in Oregon.

Any individual meeting the requirements can be the agent; however, the agent’s name and address become public record, and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when doing business from their personal residence or is still employed and don’t want their employer to find out.  Hiring a commercial Registered Agent service like Northwest Registered Agent will help keep the owner’s names from being publicly listed.

The paperwork to officially create an LLC in Oregon is called the Articles of Organization. To submit the paperwork, either file online through the Oregon Secretary of State’s website or download and file the Articles of Organization.

 Related: How to fill out the Oregon Articles of Organization

If you have questions, contact the ​​​Oregon Secretary of State Corporations Division
​​503-986-2200​​​​​​ 8 am to 5 pm, Monday through Friday​​
https://sos.oregon.gov/Pages/contactus.aspx

When filling out the Articles of Organization, a few sections, and terms can be confusing. Let’s go over a few of these sections to help get your LLC started right.

Activity Description – Provide some basic information about what the business does in fewer than 250 characters.   Entering something now does not force the LLC only to perform that business activity forever, as this statement can be changed later.  One way to keep the activity description more open-ended you can enter “Any legal business activity for which a Limited Liability Company may be organized in Oregon.”

Related: How to Answer the Activity Description.

Duration – In this section, indicate how long the LLC intends to remain in existence.  Most LLCs will choose a Perpetual duration; however, some businesses (usually investment-related) will have a specific closure date.

Principal Place of Business – In this section, enter the street address, city, state, and zip code of the initial principal office.  This address can be the LLC’s physical address, or it can be the address where the business records are stored.  You may not use a PO Box for the designated office.

Assign the Organizers – An LLC Organizer is someone involved with the formation of the Articles of Organization.  The Organizer may or may not become a LLC member, such as a mentor, attorney, or accountant, but any initial member can be listed as an organizer.

At least one organizer must be entered.

Register Individuals with Direct Knowledge – The Oregon Secretary of State requires that at least one person who is a member or manager of the limited liability company or an authorized representative with direct knowledge of the operations and business activities be on file.

Enter at least one person’s name and address.

Statement of Management – This question asks how the LLC will be managed.  The two choices are:

– Member-Managed – An LLC with members who have an active involvement in the management of the LLC.  Most LLCs fall into being member-managed.
– Manager-Managed – An LLC whose members hired a manager to run the LLC, similar to a CEO of a corporation.

Select either “Member-Managed” or “Manager Managed.”

Declare the Initial Members or Managers – This is an optional section to include the names, contact information, and title of the LLC members and managers.  Some banks will request this information before allowing LLC bank account signing authority.

Professional Services Rendered – If the LLC offers services that require state licensing, enter “Yes” and choose from the list of professions.  Some common services that require licensing include accountants, acupuncturists, architects, attorneys, chiropractors, dentists, engineers, landscape architects, podiatrists, psychologists, and real estate appraisers. 

Optional Provisions
This is an optional section and is not used by most LLCs.  Here you would include additional rules for the operation of the LLC.
– Indemnification – The company elects to indemnify its members, managers, employees, agents for liability, and related expenses under ORS 63.160 to 63.170.  Many LLCs will elect the indemnification clause.
– Benefit Company – Not as common for an LLC to select, but a benefit company is a blend between a not-for-profit and for-profit company.  There are some requirements to be an Oregon benefit company.