Think of all the people you communicate with regularly to run your LLC. Business partners, employees, banks, lawyers, and financial advisors all probably come to mind. But what about the state? It may not be at the top of your list, but running a successful LLC in Oregon requires consistent interaction with the state.
Formation documents, business information changes, lawsuits, professional licenses, and Annual Reports – all of these (and more) require you to work with state agencies. The good news is that you don’t need to do it yourself.
Introducing the registered agent. An Oregon registered agent is an intermediary for your LLC, a person or company that handles your communication with the state. They’re a vital part of any LLC’s success. Before you file your Articles of Organization, you’ll need to have a designated registered agent. How? Why? Who? Read on to find out.
What is an Oregon Registered Agent & is it Necessary?
An LLC cannot be formed or do business in Oregon without first having a registered agent on file with the Secretary of State. This is required by law and the penalties can be serious. Maintaining a registered agent doesn’t just keep you in good standing. It also provides an important service.
Think of your registered agent as your ambassador to the state, handling all your LLC’s important legal, tax, and compliance information. This can either be an individual, company or registered agent service, as long as they meet the state’s requirements (see below) and consent to the appointment.
As soon as they’re appointed, your registered agent must be consistently available in Oregon to receive and act on mailed documents and service of process. Here’s what the Oregon Secretary of State specifically says:
And make sure that you keep a valid registered agent on file at all times. If you spend more than 45 days without an agent, the state won’t hesitate to drop the hammer and administratively dissolve your LLC.
What are the Requirements of a Registered Agent?
The rules surrounding Oregon registered agents are pretty broad. But you can’t just make an appointment indiscriminately. According to state law, your registered agent must:
- Be an individual Oregon resident or a corporation authorized for business in the state.
- Have a physical address in Oregon (P.O. boxes not allowed)
- Have a mailing address in Oregon.
If you’re ready and willing to take on the added responsibilities, you can appoint yourself to the role. An LLC, however, cannot be its own registered agent. Here’s what the LLC Act has to say:
In completing the Articles of Organization, you must include a valid registered agent name and address. Here’s what you’ll see on the form itself:
When you’ve got potential options for your registered agent, review each one to make sure that they meet these requirements. If they do, you’re good to go! If not, you’ll need to keep looking.
Who can be a Registered Agent in Oregon?
You’ll have no shortage of options for your Oregon registered agent. On top of that, your agent can be either an individual or a professional service. But think carefully before choosing, because each option has its own pros and cons. Let’s take a closer look.
You may choose to appoint a single person as your registered agent. Some LLC owners take on registered agent duties themselves. Others appoint one of their partners or managers. Some will even appoint a family member. As long as the proposed agent fulfills the state’s requirements, they’re a valid option.
In addition to being an Oregon resident, your agent must not currently be establishing residency or receiving benefits in another state, even if that residency is still forthcoming.
Some smart registered agent choices include attorneys, accountants, or other LLC partners, people who understand the ins and outs of business operations.
- Convenience – Having familiarity and mutual trust with your registered agent is extremely beneficial, and appointing an acquaintance can provide both. Plus, you’ll always know how to contact them.
- Cost – Hiring someone you know often won’t cost a dime. It’s certainly cheaper than a professional service.
- Scheduling – Part of a registered agent’s duty is being consistently available to receive mailed documents and service of process. If your agent goes on vacation or moves out of state, it will throw a wrench in your plans.
- Punctuality Risks – Some state communications and filings are very time sensitive. If your agent is unavailable when documents are delivered, it could slow down the entire process and put you at risk for late fees and penalties. Even worse, a friend or family member could lose or misplace a document. So if you’d rather not interrogate Aunt Louise about the location of a particular tax form, you might consider using a registered agent service instead.
Registered Agent Service
If safety and reliability is your goal, hire a registered agent service. A business acting as your registered agent must be either a domestic entity in Oregon or a foreign entity who has foreign qualified in Oregon.
- Privacy – Some documents delivered to your registered agent will contain sensitive information. Do you want details about your lawsuit or taxes lost out there in the world? Definitely not. A friend or family member might misplace these documents, but a professional service will not. Plus, in Oregon, all registered agent names and addresses are available to the public. This might make an individual uncomfortable, but hiring a company will keep this personal information off the record.
- Reliability – Handling and processing time-sensitive documents is a registered agent service’s specialty, its area of expertise, its main game. Hire a professional service and you can be sure that your filings will be submitted properly and punctually, so you’ll never have to deal with late fees or other penalties.
- Location – Many registered agent companies offer service in most or all 50 states, so if business is booming and you decide to expand outside Oregon, you won’t need to find a new agent for each state.
- Cost – There’s no getting around it – hiring a service costs more than appointing an individual who’s willing to do it for free. However, for a reasonable price (roughly $100/year), you’ll receive premium services. Taking your car to a mechanic costs more than letting your neighbor try to fix it, but the mechanic gives you peace of mind that the job will get done right, and that may very well be worth the cost.
All of the other steps in the LLC formation process will keep you busy, but take some time to ensure you find a registered agent that fits with your business model, goals, and values. Do this, and your LLC will reap the benefits for years to come.
How to get a Free Registered Agent
Here’s a pro tip: you can get the reliability of a registered agent service and the cost-effectiveness of an individual. The best of both worlds. When you hire certain LLC services to start your business, they’ll throw in free registered agent service.
How it Works
Hire a company like IncFile or ZenBusiness to form your Oregon LLC. In addition to taking care of your Articles of Organization and other formation requirements, they will automatically include a registered agent. It’s a great two-for-one deal.
And an LLC service is pretty affordable – $100 for the Oregon LLC formation fee, plus a small service fee. That’s great value for the number of benefits you receive. Some services will even cover and consolidate your LLC formation costs.
Take this route and you’ll sweep all formation paperwork and registered agent duties off your plate. Plus, to keep track of everything, these services provide user-friendly online dashboards, so you can follow everything they’re doing to keep your LLC in good standing.
Registered Agent Changes and Resignation
You may have a wonderful registered agent, someone who takes care of everything efficiently and who you trust completely. But you know what they say: all good things must come to an end. At some point in the life of your LLC, you may need to change your Oregon registered agent.
There are two ways to go about it. The first is by downloading and completing an Information Change form. There’s no processing fee, so just mail your finished document to:
Oregon Secretary of State
255 Capitol Street NE, Suite 151
Salem, OR 97310=1327
Or, if your Annual Report due date is coming up, you can make the change there.
A registered agent resignation is the most probable reason you’ll need to make this change. The good news is that you’ll never have a surprise resignation because Oregon law requires agents to notify their companies before leaving. Plus, a registered agent retains their duties for 30 days after resigning, giving you plenty of time to bring on a replacement.
After your agent resigns and spends the requisite 30 extra days onboard, they will be off the books. If you haven’t appointed a successor by that point, you have 45 days to do so. Otherwise, the state will administratively dissolve your LLC, so hurry up and file that change form!
Have Questions or Concerns?
This guide contains almost everything there is to know about Oregon registered agents. However, you might have a unique situation that requires additional information. Reaching out to the Oregon Secretary of State is easy, and they’ll have the answers you need. Here’s how to go about it:
Visit Their Website
Give Them a Call
You might prefer to speak with someone on the phone. If so, reach out to their Salem office at (503) 986-2200.