The Limited Liability Company (LLC) is a smart entity choice for many start-up businesses. The LLC provides personal liability protection and has the potential to save money on taxes. With a little research, you can learn how to form an LLC in Oregon without an attorney.
Unlike a sole proprietorship or partnership where the small business owner can be personally liable for lawsuits against the business, the LLC is a separate legal structure, protecting for the business owner’s personal assets.
Besides the liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, partnership, and corporation because of the multiple tax options, ease of administration and management flexibility.
Forming an LLC in Oregon can be both affordable and is simple enough for most people to start on their own. That said, it’s not a bad idea to have a legal professional like While the filing is pretty straightforward, it’s nice to have some support if you have questions, alerts when the annual report is due, forms like operating agreements, banking resolutions and more. There are companies like IncFile, Swyft Filings and others that do all of this for only $49.
To form a Limited Liability Company in Oregon, file the Articles of Organization with the Oregon Secretary of State. The LLC filing fee is $100.
Approval for the LLC is immediate when filing online and around one week when filing by mail.
If you have questions, contact the Oregon Secretary of State.
HOW TO FILE THE ARTICLES OF ORGANIZATION AND FORM AN OREGON LLC
The steps for filing online or by mail are largely the same. The screenshots show how to file online.
- Begin by creating an account on the Oregon Secretary of State’s website by clicking on “New User”.
- Click on “Start” under “Register business name, get a BIN, and other registrations/licenses”
Business Name Registration
- Begin by clicking on “Register Name”.
- Then in the drop-down menu for “Business/Organization Type”, select “Domestic Liability Company”.
- Enter the name you want for the LLC. The name of the LLC also has to differ from other entity names registered with the Secretary of State. Check on available Oregon LLC names before filing to be sure the one you want is available.
The name of the LLC must also include a designator at the end of the business name. A designator is used to describe the type of business entity. Designators that are available to use include:
- Limited Liability Company
A comma may be used after the business name and before the designator. “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.
Enter the name along with the designator you would like to use and click on “Check Name Availability” A new page will open indicating whether the name is available or not. Even if the search comes back with the name is available, the Secretary of State’s office will also review it to be sure it isn’t being used by someone else or that it is too similar to another name.
Provide some basic information about what the business does in fewer than 250 characters. Entering somethin now does not force the LLC to only do that business activity forever. 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”.
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.
Enter the preferred email address where the Secretary of State will send notifications. This doesn’t have to be an address in the business name and can be a personal one.
Mailing Address for Notices
Enter a mailing address where the Secretary of State will send notices. This address can be located anywhere or be a PO Box.
Enter a contact name and phone number should the Secretary of State need to contact someone regarding the LLC filing.
Jurisdiction and Physical Location
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 physical address of the LLC or it can be the address where the business records are stored. You may not use a PO Box for the designated office.
To have an LLC in Oregon, a Registered Agent must be identified. The Registered Agent can either be a resident of Oregon (Select “Individual”) or a Resident Agent service (Select “Entity of Record”) that has a Registry Number from the Secretary of State. The Registered Agent must have a physical address in the state (PO Boxes are not allowed) and act as a point of contact to receive legal documents, tax notices, summons, subpoenas, etc on behalf of the LLC.
Even though the business owner can be the registered agent, their name and address become public record and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when they are doing business from home.
An LLC Organizer is someone involved with the formation of the Articles of Organization. The Organizer may or may not become a member, such as a mentor, attorney or accountant, but any of the initial members can be listed as an organizer.
At least one organizer must be entered.
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”
This is an optional section to include the names, contact information, and title of the members and managers of the LLC. 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. For more information about licensed professions in Oregon, see Step 5: Licenses and Permits.
This is an optional section and not used by most LLCs. Here you would include additional rules for the operation of the LLC.
There are two boxes that are available to check and have the LLC adopt.
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.
Review that all the information is correct. If there are no corrections, click “Continue”
Title and Signature
Enter the title of the LLC’s organizer, select their name and have them sign by checking the “Sign” box. Click “Submit” to continue.
Pay and File
Pay and file the Articles of Organization.
In approximately 1-2 hours when filing online, the LLC will be approved.
That concludes the basics of forming an LLC in Oregon. Remember, even though you can do it yourself, there is more to an LLC than just the filing. If you have questions, work with an attorney or a specialized entity formation company such as IncFile or Swyft Filings to make sure everything is done correctly.
While not required, an Operating Agreement is recommended in many cases. An Operating Agreement is a legal document outlining the roles and responsibilities for the members of the LLC. Read more about when an LLC needs an Operating Agreement.
After filing the LLC, be sure to register for an Employer Identification Number (EIN) with the Internal Revenue Service (IRS). The EIN is basically a social security number for a business and will be needed before opening a business bank account. There is no cost to apply and it takes about 5 minutes to get. See how to apply for an EIN.
Last, before starting a business in Oregon, you may still need to apply for business licenses, sales tax permits, self-employment taxes and more in Oregon. See the Guide to Starting a Business in Oregon for more information.