How To Fill Out The Oregon Articles of Organization
When you are starting your business in Oregon, it is important to make sure that you register and form the right legal entity for the company and one popular entity in Oregon is the Limited Liability Company.
The process of forming an LLC requires filing the Oregon Articles of Organization with the Oregon Secretary of State, Corporation Division. After the filing is approved by the state, the business can officially begin operating and register for the necessary business licenses and permits.
Here, I’ll explain each of the sections, so you can file your LLC.
Zenbusiness and IncFile are running a special where you only pay state fees for your LLC formation!
Steps To Fill Out The Oregon LLC Articles Of Organization
To get started, visit the Oregon Secretary of State’s website to either download the Articles of Organization or file online.
In this example, I’ll go over the filing on the Secretary of State’s website. After creating an account, you will click on the “Start” button
Next, click on the “Register Name” button.
And then select in the “Business/Organization Type” dropdown, select Domestic Limited Liability Company.
The other choice for an LLC is the Foreign Limited Liability Company. A foreign LLC is an LLC that was initially formed in another state and now wants to operate physically in Oregon. Physically operating means having a presence, such as having an office or employee. The LLC will need to register as a foreign LLC in each state where it plans to operate.
Step 1: Pick a Name for the LLC
The first step in filling out the Oregon Operating Agreement is to pick a business name.
There are a couple of requirements when choosing an Oregon LLC name.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of Oregon. You can verify name availability by doing an Oregon LLC name search with the Oregon Secretary of State to be sure the LLC name is available.
2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
Enter the Oregon Limited Liability Company name, including the identifier, and click the “Check Name Availability” to make sure your name is available.
Step 2: Enter the Business Activity
In step 2, you provide a brief description about what the business will do.
Related: How to answer the business purpose.
Step 3: Choose the LLC’s Duration
In this section, you will choose the duration of the LLC. Having a date the business entity will dissolve isn’t super common and is typically used more by investment-related businesses.
Most LLCs will select perpetual as there isn’t a set end date in mind for the business. However, if there is a predetermined date the LLC will close, enter the date in this section.
Step 4: Enter Contact Information
Next, enter an email address, mailing address for notices, and a daytime contact and phone number.
Be sure to use an email and mailing address that is commonly checked, as the annual renewal notice will be sent to that address.
Step 5: Select Notification Preferences
Select your preferred method of being notified by the Secretary of State.
Step 6: Enter the Principal Place of Business
The address of the principal place of business may be, but is not required to be, the actual place of the business. It can also be the main location where the business records are kept.
A physical address must be used for the principal place of business as P.O. Boxes are not acceptable.
Step 7: Enter the Registered Agent’s Information
One requirement to have an LLC in Oregon is to appoint an Oregon registered agent. The registered agent is a party that is located in the state of Oregon that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.
Provided the LLC member lives in the state of Oregon, they may act as the registered agent or the agent can be an adult resident of the state (Select “Individual”) or registered agent service (Entity of Record).
Related: Should you be the registered agent?
Step 8: Enter the Organizer’s Information
The Organizer is someone who is involved with the LLC formation. The Organizer may or may not be a member, such as a mentor, attorney, or registered agent service, but any of the initial member(s) could be listed as an organizer.
At least one Organizer must be listed.
Enter the name and address of each organizer.
Step 9: Include 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.
Step 10: Choose a Management Structure
The next step provides information regarding whether the LLC is Manager-Managed or Member-Managed.
A Member-Managed LLC is involved with the day-to-day operations of the business. Many LLCs are operated and run by the owner, in which case would be Member-Managed.
A Manager-Managed LLC refers to a Limited Liability Company that hires a manager to run the business, similar to hiring a CEO of a corporation.
Step 11: Provide a List of the Members
List the names and addresses of each of the initial LLC Members. Members are the owners of the LLC.
This is an optional section, but some banks will not provide bank account signing authority to names that are not on this list.
Step 12: Indicate If the LLC Provides a Professional Service
In this section, if the LLC will be providing a service that is licensed by the state, indicate by clicking “Yes” or “No.” If Yes, you will select the service from the drop-down menu.
Some common services that require licensing in Oregon include accountants, acupuncturists, architects, attorneys, chiropractors, dentists, engineers, landscape architects, podiatrists, psychologists, and real estate appraisers.
Step 13: Include Any Optional Provisions
This is an optional section, but if the LLC needs to include any optional provisions regarding the structure or operations, they would be included here.
– 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.
– Other. Include any additional special rules for the LLC.
If you aren’t sure if any of these items should be selected, it’s recommended to contact an attorney or entity formation service to ensure no mistakes are being made.
Step 14: Review and Sign the Articles of Organization
All of the Organizers listed in step 8 will need to review the Articles of Organization to ensure all information is correct and sign the document.
Step 15: Submit the Articles of Organization
Last, review the submitted information to ensure it is correct, pay the state filing fee, and submit the Articles of Organization to the Secretary of State.
This material is property of StartingYourBusiness.com
Oregon LLC FAQs
How much does it cost to form an LLC in Oregon?
The cost to file the Articles of Organization and form an LLC in Oregon is $100.
How long does it take Oregon to form an LLC?
It normally takes just a few hours for the state to process the Articles of Organization when filing online, or 3-5 business days when filing by mail.
Do you have to file an annual report for your LLC in Oregon?
Every year an annual report and a $100 state filing fee are required to keep an LLC open in Oregon.
When is a registered agent needed in Oregon?
All corporations and LLCs in Oregon are required to have and maintain a registered agent.
The registered agent is a party that is physically located in the state of Oregon that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.
Related: Who can be an Oregon registered agent?
Should I use an LLC formation service or do it myself?
Two of my top formation companies have a special offer where you can get your LLC formed without paying any additional fees (state fees still apply). Check out Zenbusiness and IncFile to learn more.
Does Oregon require an LLC to have an operating agreement?
Under Oregon law, Revised Statute § 63.057, an LLC Operating Agreement is optional. Despite the Operating Agreement not being required, it is recommended to have one as it can help to prevent disputes among members and protect the LLC’s legal status.
What business licenses are needed in Oregon?
The requirements for business licenses and registrations in Oregon vary depending on what the business does and where it’s located.
Here is a list of common business licenses in Oregon.
Do Oregon LLCs need an EIN?
Not necessarily. Only Oregon LLCs that either have more than one member, will hire employees, or elect to be taxed as a partnership or corporation are required to get an Employer Identification Number (EIN).
The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).
If the LLC isn’t required to get an EIN (though you can still get one), the LLC will use the social security number of the business owner.
Related: How to Apply for an EIN