Form a Limited Liability Company in Oregon

How to Form a Oregon LLC in 10 Steps

A Limited Liability Company is also known as an LLC. It is a common business structure. Any profits earned by an LLC will be passed to all individual members, and each member can own a portion, or one individual can own everything.

Notably, you won’t need to file a separate tax return for your LLC as you would for a corporation. An LLC also reduces the owner(s) exposure to liability from company activities.

Forming a Limited Liability Company is a straightforward process, but there are several steps you'll want to follow.

1. Choose Your Company Name.

It is important that you decide on a unique LLC name. Other businesses shouldn’t have a right to use the name you’ve chosen, especially in the state of Oregon. You can search for a available name with the state. You can also — for a fee — have SunDoc run your name search or reserve your LLC name. You must check for a registered trademark too.

2. Understand the LLC Organizer Requirement.

Your Articles of Organization form requires that you name an LLC organizer. This does not need to be a manager of your LLC or a member of your LLC. It can be someone like an attorney who was helpful in the formation of your business, or it can even be you – if you end up filing your own Articles of Organization. Choose SunDoc to help prepare your filing, and SunDoc can be your organizer as well.

3. Designate a Registered Agent.

A registered agent (person or firm) needs to be chosen for your LLC so that it can be filed with your Articles of Organization form. To learn more about why a registered agent is necessary, read this article: Registered Agent Service.

4. Decide Your Ownership and Management Structure.

You can have your LLC managed by multiple manages, one single manager or all members. Once you choose, you’ll need to put this on your Articles of Organization form.

5. Create Your Operating Agreement.

To outline your business’ function and financial management, you’ll need a document called the operating agreement. This document will include many important aspects of your business’ internal operations, including provisions, regulations, rules, and other decisions. It will take care of how you pay out profits, manage working capital, govern, vote, manage liability, and handle fiduciary constraints.

You can also ask a lawyer for unique advice.

6. File the Articles of Organization.

All Limit Liability Companies have to file a form called the Articles of Organization. You’ve probably heard of this form before. Once the Oregon SOS accepts your company’s Articles of Organization, your official LLC will be formed.

When filing your Articles, you’ll need several pieces of information, including name and address of your company, who your registered agent is, who your LLC organizer is, and the method of management you have chosen. In certain cases, member names may need to be filed with the Articles as well.

If you want assistance with filing your Articles, SunDoc is a filing service that can handle this paperwork for you.

7. Obtain an EIN and Open a Business Bank Account.

Congratulations! You are now a registered Oregon LLC. Any LLC with more than one member must file with the IRS for an EIN, Employer Identification Number, whether or not you have employees. You can file with the IRS yourself, or SunDoc can file for you.

Use your EIN to open a business financial account as well. If you’ve ever made purchases on your business’ behalf with personal funds, take this time to reimburse yourself. From now on, use this business account to pay for business expenses. If you like, you may want to hire an accountant now too.

8. Pay Oregon State Taxes.

Each year your LLC may be required to pay necessary fees and taxes to your state, possibly including in your first year of operation. If you sell goods in Oregon, you may be required to collect sales tax. You can find more state tax information on the State of Oregon’s tax web site.

9. Determine Necessary Licenses and Permits.

States like Oregon usually require that all LLCs have certain business licenses or permits. These are required so that your LLC can operate legally at the county and city levels. It is crucial to check the Oregon state business website to see which licenses and permits you need.

Even if you think that you will be exempt, you should double check. If you don't operate your business with the proper licensing and permits, you may have to pay expensive fees and fines.

10. File an Annual Report (Biennial Report or Initial List).

Most of the time, LLCs in Oregon will be required to file a yearly report. This might be called a biennial report, or it might be called an annual report. This needs to be done in your very first year, and after that, you'll need to update your report either once every year or once every two years. This depends on the requirements that your state dictates.

There's nothing to worry about concerning your annual report. It's simply a basic document that updates the state on core information about your business. You need to update it every time you make large changes to your company, in addition to regularly on an annual or bi-annual basis.

Keep in mind that filing this report on time is absolutely essential. Otherwise, if you’re late, you risk paying up to 10 times the typical fee for filing. To help you out, SunDoc would be happy to file your report on your behalf, and we can do other filings for you as well. They are always on time and reliable. Remember that any type of LLC form can be found on the Oregon business web site.

Important Notice: It is beyond the scope of this article to discuss your potential insurance needs, or matters relating to employees. You should consult an attorney or accountant with any questions about legal or financial matters. Please note that nothing in this article can be construed as legal, tax or accounting advice.

For additional learning, please visit our LLC FAQs.