When is a Registered Agent Needed in Oregon?
An Oregon registered agent is an individual resident or company that accepts service of process and other legal notifications on behalf of an Oregon corporation, Limited Liability Company (LLC), Limited Liability Partnership (LLP), or Limited Partnership (LP). It is required by Oregon state law for those entities to have a registered agent who can be contacted should its owners need to be contacted for legal matters.
Learn more about who the registered agent is, their job duties, and the requirements to be one.
What is an Oregon registered agent?
A registered agent (also referred to as a resident agent or statutory agent in some states) is a person or company that is designated to be the official point of contact between the government and a registered business entity.
The primary responsibility of a registered agent in Oregon is to accept important legal notices and tax documents and then forward them to the appropriate person in the business.
Sole proprietorships and general partnerships do not need a registered agent.
What happens if you don’t have a registered agent in Oregon?
Not only is a registered agent required when forming an LLC or corporation, but you must maintain a registered agent to keep the entity in compliance. Besides the requirement of designating a registered agent at the time of formation, there are several reasons to have one:
- Not Receiving Legal Notices – If the listed registered agent cannot receive legal notices, this lawsuit will still proceed. If a process server is unsuccessful in reaching the company’s registered agent, the court can proceed with the case. This could result in a judgment being placed against the business without the owners knowing.
- Administrative Dissolution – In Oregon, if the business doesn’t have a registered agent, the Secretary of State can dissolve the entity.
- Penalties and Fees – By not maintaining a current registered agent, penalties and state fees can be levied against the entity and, in some cases, the owners too. Once an entity is no longer in good standing with the state, the owners may lose their liability protection and are at risk personally.
- Entity Closure – Waiting too long to remedy the lack of a registered agent may result in the administrative closure or dissolving the entity.
What are the legal requirements for Oregon registered agents?
The requirements for an entity to have a registered agent are formed under Oregon Statutes ORS 63.111 (LLC) and ORS 60.111 (corporation), which mandate that registered entities will have and continuously maintain a registered agent and registered office within the state. The agent must be available during normal business hours to accept any service of process, notice, or demand pertaining to the entity and forward it to the appropriate individuals.
The reason for having one makes sense. If a business is owned by one individual, it’s easy to determine who should be notified in the event of an annual report renewal, lawsuit, or tax notice. However, if a business has several owners, members, or partners, it would be difficult to determine who the correct contact is. By requiring a central point of contact, there is no question that time-sensitive documents are going to the right person in a timely manner.
Who can be a registered agent in Oregon?
A registered agent in Oregon can be any resident of the state who is 18 years or older, a registered Oregon domestic business entity, or a foreign business entity authorized to do business in the state. An entity cannot designate itself as its own registered agent.
The registered agent needs to have a physical street address (often referred to as a registered office or principal office) in the state of Oregon. This can be your home address, the address of a family member, an accountant or attorney, the address of the business, or a professional registered agent service. Any physical address in the state may be used, but PO Boxes and mail drop services are not acceptable since someone has to be available to sign for documents.
The agent will also need to be available to receive Service of Process on behalf of the business during normal business hours. Service of process refers to the delivery of legal documents, often a summons, subpoena, or lawsuit filed against a business entity.
If the business has one, the contact information of the registered agent should be included in the company’s Oregon LLC operating agreement.
Can you be your own registered agent in Oregon?
Yes! Any individual, business owner, member, officer, director, etc., of an Oregon LLC, corporation, etc that meets the state of Oregon registered agent requirements can be a registered agent.
Why you may not want to be your own registered agent
Provided one of the members or officers live in Oregon, it is less expensive to act as your own agent rather than hiring a service. While this is the route many businesses take, there are a few reasons to consider hiring a service.
Privacy – The registered office address becomes public record and is available for anybody to see. This can be especially concerning if someone is doing business on the side, and they don’t want their employer knowing about the business. Also, if the business is sued, the notice will be delivered to the address on file. This could mean employees, customers, or even neighbors witnessing the event. There is also the remote possibility of a vindictive litigant or upset customer showing up at your house.
Availability – Oregon requires the registered agent to be available at the principal address during regular business hours. The biggest issue with availability, especially if a home address is used, is if the agent goes on vacation or is otherwise away for some period of time and can’t be reached.
If the Business Expands to Additional Locations – If the business has a physical presence in multiple states (offices, warehouses, employees, etc.), a foreign entity registration will often need to be filed with those states. A registered agent will need to be appointed with a physical address in each state.
Due Date Reminders – Registered agent services provide annual report reminders and updates on any state requirements.
How much does an Oregon registered agent service cost?
Depending on the services provided, a commercial registered agent service typically costs between $100-$150 per year. Northwest Registered Agent is a popular service that charges $125 per year and offers several extras such as document scanning and mail forwarding and Harbor Compliance has a basic service starting at $99.
Some entity formation companies, like IncFile, includes registered agent service at no cost for the first year when you register your corporation or LLC with them.
Can a registered agent be changed in Oregon?
If the registered agent changes, the entity is required to file a change of registered agent.
A registered agent can be changed by submitting the Registered Agent Information Change Form along with the filing fee to the Oregon Secretary of State.
Is a registered agent liable for the actions of the business?
The only liability a registered agent faces is from a lack of timely transmission of correspondence. If the registered agent is negligent in sending documents promptly, and the entity suffers a financial loss, the registered agent is responsible for paying those damages.
Can a registered agent sign on behalf of an LLC?
Unless the registered agent is also authorized to sign on behalf of the entity, they are not legally allowed to sign. It’s also not common to have a non owner be the registered agent and signing privileges to the business bank account.