How To Fill Out The Oregon Articles of Organization

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Overview

How To Fill Out The Oregon Articles of Organization

Oregon LLC Articles of Organization PDF Download

The Oregon Articles of Organization is the official document filed with the Oregon Secretary of State, Corporation Division to establish a Limited Liability Company (LLC). After the filing is approved by the state, the business can officially begin operating and register for the necessary business licenses and permits.
 
To form an LLC, you will need to submit the completed LLC Articles of Organization form to the Oregon Secretary of State. The form can be completed and sent by mail or filed online.
 

Anyone can learn how to form their own LLC, but using an entity formation service like Zenbusiness, Northwest, and IncFile guide you through the LLC formation process, so you will save time and know everything was done right.

IncFile is currently running a special where you only pay state fees for your LLC formation!

Let’s go over how to fill out the LLC Articles of Organization in Oregon. To get started, visit the Oregon Secretary of State’s website to download the form.

The first box you will see is the Registry Number. This is a number that is assigned by the Oregon Secretary of State after the formation of the LLC.

Step 1: Pick a Name for the LLC

Step 1: Oregon LLC Name

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
– L.L.C.
– LLC

Enter the Oregon Limited Liability Company name including the identifier to continue. If you choose a name that is taken, the Secretary of State will return your application.

Step 2: Choose the LLC’s Duration

Step 2: Oregon LLC Duration

In this section, you will choose the duration of the LLC. Having a specific end date isn’t common and typically used 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 3: Enter the Principal Office Address

Step 3: Oregon LLC Principal Office Address

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 4: Appoint an Oregon Registered Agent

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 or registered agent service.

Related: Should you be the registered agent?

Step 5: Enter the Registered Agent’s Address

Step 5: Oregon LLC Registered Agent Address

Enter the address for the Registered Agent. The address of the registered office must be a physical street address in Oregon and PO Boxes aren’t allowed.

Step 6: Enter the LLC’s Mailing Address

Step 6: Oregon LLC Mailing Address

Enter a mailing address where the Secretary of State sends notices. This can be a PO Box and an out-of-state address.

Step 7: Choose a Management Structure

Step 7: Oregon LLC Management Structure

The next step provides information regarding whether the LLC is Manager-Managed or Member-Managed.

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.

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 8: Indicate if the LLC Provides a Professional Service

Step 8: Oregon LLC Professional License

In this section, if the LLC will be providing a professional service that is licensed by the state, describe the service.

Some common services that require licensing include accountants, acupuncturists, architects, attorneys, chiropractors, dentists, engineers, landscape architects, podiatrists, psychologists, and real estate appraisers. 

Step 9: Include Any Optional Provisions

Step 9: Oregon LLC 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.

– 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.
– 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.
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 10: List the Organizers

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 accountant, 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 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: Provide a List of the Managers

Step 12: Oregon LLC Manager List

Provide a list of names and addresses of the LLC Managers. Managers are people the Members hire to run the day-to-day operations of the LLC.

Step 13: Provide a List of Individuals with Direct Knowledge

Step 13: Oregon LLC Individuals with 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.

Step 14: Sign the Articles of Organization

Step 14: Oregon LLC Sign Articles of Organization

All of the Organizers listed in step 10 will need to review the Articles of Organization to ensure all information is correct and sign the document.

You’ve filed your Oregon LLC Articles of Organization! Now what?

After the LLC is officially filed with the Oregon Secretary of State, there are a few additional things to follow up on. Below is a list of some of the tasks to consider.

Prepare an Oregon LLC Operating Agreement

The operating agreement is an internal document that covers items like ownership rights, profit and loss distribution, member responsibilities, and more.

Oregon Revised Statute § 63.057 states that 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.

Related: How to Create an Oregon Operating Agreement

Obtain an 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).

The EIN will be needed before filing business tax returns, opening a bank account, hiring employees, registering for business licenses and permits, and more.

Related: How to Apply for an EIN

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