If you’re looking for a reliable DIY guide for starting an LLC in Oregon, look no further. Below you’ll find all the information you need to launch your business and handle any associated costs. Follow each step carefully and your LLC will be established and ready to hit the ground running.
That said, the process can be complex, with various filings and costs, so if at any point you need help, you can hire an incorporation service – they’ll take care of the paperwork so you can spend more time growing your business.
Recommended: Compare the Top LLC Services
If you’re new to the process of starting an LLC, you might also be unfamiliar with the LLC formation services that are reliable and offer great value – like ZenBusiness. As a reference point we compared them to the two most well known LLC formation services, IncFile and LegalZoom. See our comparison guides for more information:
Step 1: Name Your LLC
What’s in a name? Quite a bit, actually. Your business name is your Oregon LLC’s identity, its personality, its reputation. Find a name that sticks in customers’ minds – while conveying your brand qualities – and you’ve struck gold. A unique, memorable name can draw in new customers and keep existing ones coming back.
Your LLC name is going to appear everywhere: business cards, marketing collateral, websites, legal contracts, bank accounts, invoices, directories, and much more. So be sure that it conveys your product, service, brand, and values.
While you can (and should) be creative with your business name, there are certain state requirements that it must follow.
You might have a perfect name in mind, but it must adhere to Oregon law, which says it needs to include the words “Limited Liability Company” or the abbreviation “L.L.C.” or “LLC.” But that’s not all. You also need to choose a name that isn’t already taken, one that’s “distinguishable” in the Secretary of State’s records. Say you have a name in mind but you see a business already using it. Altering the following components will NOT make it unique:
- Singular, plural, and possessive forms of the same word
- Abbreviations that don’t change a word’s meaning
- Entity type designators like LLC, Inc., Corp., or LP
According to Oregon Administrative Rule 160-010-0012, you must make one or more of the following changes to distinguish your name:
- Using one or more different letters or numerals, or rearranged letters or numerals
- The addition or deletion of a key word
- Rearranged key words
- The creative or unusual spelling of a key word
- A different expression of a number: Arabic numerals, Roman numerals, or spelled out
Consider this: your friend Fanny wants to open a flower shop in Bend, Oregon. The name she is considering, Flowers by Fanny, LLC is already in use. So she comes up with a new one: Fanny’s Florals and Design, LLC. This name is similar to the original but includes new words, distinguishing it in the Secretary of State’s records.
Determine the Name is Available
Of course, you will only need to make distinguishable changes if your name is already taken. Don’t make the mistake of ordering business cards, creating advertisements, and using a name on documents like the Articles of Organization without first confirming it’s available. Use the Secretary of State’s Business Name Search to see if there’s an existing business using your desired name.
Maybe you pegged a distinguishable name right away, or maybe it took some modifications, but either way, once you have a unique name, you can lock it down by filing a name reservation.
Optional: Name Reservation
You may have fallen in love with a particular name, but still have some preparation and paperwork to sort out before starting your LLC, and you’re worried that someone will swipe it in the meantime. To calm your nerves, you can reserve that name in Oregon for a total of two years.
Think about Fanny. After making her name distinguishable, she’s ready to make it official, but if she’s waiting on some paperwork to start her LLC, she can place a hold by registering an assumed business name, then canceling it before she files her Articles of Organization. You can complete this registration and cancellation online or by using paper forms (find both options here). Either filing method costs $50, and you can mail any hard copy forms to:
Secretary of State – Corporation Division
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327
If you live near Salem, you can also drop your materials off in person at the same address. They will be processed while you wait. Otherwise, processing times are updated daily on the Secretary of State’s business page.
Important Reminder: Since you’re filing an assumed name registration rather than a reservation, you must cancel it before you use that name on your Articles of Organization. If you’re ready to start your LLC right away, it’s easier to skip the assumed name and simply use the name on your formation documents straightaway.
Step 2: Choose a Registered Agent
Fanny’s LLC is quickly taking shape, and if it’s going to operate in Oregon, she’ll need a go-between for state and legal communications. This is called the registered agent.
A registered agent is a key component of your budding LLC, handling all of its sensitive communication with the state so you don’t have to. But maintaining an agent isn’t just a convenience, it’s required. Take it from the state’s LLC Act, which says that “a limited liability company shall continuously maintain in this state a registered agent and registered office that may be, but need not be, the same as any of the limited liability company’s places of business.”
Taxes, lawsuits, maintenance requirements, and more – the registered agent takes care of it all. If you had to do this yourself, it would pile additional tasks onto your already-full plate. Plus, your agent makes your business available to receive documents even when you’re out of town or away from the office. This is especially important if your physical office is outside Oregon.
Now for the practical application, the “how-to.” Declaring a registered agent is a breeze. All you need to do is list the agent’s name and address on your Articles of Organization. Then, once it’s accepted, the agent will officially be part of your LLC’s public record. Because their information will be available to the public, be sure to get your agent’s consent before you start the process.
You have two options for who can serve as a registered agent: an individual or a company.
Individual as Registered Agent
You may think that an individual registered agent would need specialized training or experience, but this isn’t the case. Anyone can serve as your registered agent, as long as they are an Oregon resident and have a physical address in the state (no P.O. boxes). You can even serve as your own LLC’s agent, provided you meet these requirements. Other good choices include attorneys, accountants, or LLC officials, anyone who understand the intricacies of business operations.
Registered Agent Service
It can be a lot easier, though, to use an LLC formation service like IncFile or Northwest Registered Agent, so we highly recommend it. Not only will they take care of business formation requirements, but they’ll also include a free registered agent service. Or, if you’d rather start your Oregon LLC on your own, you can use a national registered agent service to cover your agent duties.
During the life of your LLC you may, at some point, need to change your registered agent. Perhaps you want to switch from an individual to a professional service, or maybe your existing registered agent resigns. Either way, you’ll want to make the change as soon as possible because operating without an agent on file can lead to administrative dissolution.
Step 3: File the Formation Documents with the State
This is where the LLC formation process kicks into high gear. Let’s check back in with Fanny.
She’s reserved her unique business name, designated a registered agent, and she’s ready to get her LLC off the ground. It’s time for Fanny to take on the most important LLC document: the Articles of Organization. This filing creates a record for Fanny’s Florals and Design, LLC with the Oregon Secretary of State, giving it the authorization to commence business in the state.
Feel free to file the Articles of Organization either online or as a hard copy – both options are equally effective, and both options cost $100, payable by credit card or check.
Need to register your LLC ASAP? File online. Your first step will be to create an account with the Oregon Business Registry portal. Then, select the appropriate filing and complete it. The Secretary will process your electronic form immediately.
Hard Copy Filing
Access the paper application, fill it out, include your payment, and mail it to:
Secretary of State
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327
Processing times are updated frequently on the Secretary of State’s business page, so you can monitor the progress of your filing.
Live near Salem? You’re welcome to hand-deliver your form and payment to the address above and it will be processed while you wait.
Step 4: Create an Operating Agreement
The operating agreement is the framework that holds up an LLC, the vital underpinning that establishes processes for its procedures, activities, and conduct. Essentially, it serves as your company’s bylaws.
Your LLC isn’t technically required to adopt an operating agreement, as there isn’t a specific law mandating it. However, creating one provides your business with nearly everything it needs to be successful: stable procedures, legal protection, effective structure, and legitimacy in front of courts, banks, government agencies, and more. Conducting business without one is a risk, so you’ll want to think long and hard before doing so.
Let’s say our friend Fanny sells a percentage of her company to two other owners. Her operating agreement could stipulate how the LLC’s assets would be distributed among them in the case of dissolution. But if she decided to maintain sole ownership, the agreement could be used in court as evidence that the LLC’s assets are separate from her personal ones. These are just two examples, but the operating agreement governs everything from member duties to the tax structure.
If you’ve decided to draft an agreement, there are two ways to go about it:
- Write it yourself. Don’t be intimidated by this option. There are plenty of free online templates that serve as helpful guides. You can create an effective document from most of the templates out there, but we recommend this one, courtesy of Northwest Registered Agent. It’s got everything you need to draft a solid agreement.
- Hire an attorney. If you want to be absolutely sure that you don’t miss any important details, an attorney can write or review the agreement for you, ensuring that it complies with state law, includes all necessary information, and avoids the state’s default laws.
What are default laws?
Each state has its own set of generic, baseline laws for how LLCs should operate. These laws, however, only govern matters not included in your operating agreement. Take dissolution, for example. If your LLC ever dissolves, your operating agreement would determine what happens to its remaining assets and debts. But if you fail to include it in the agreement, the state will make that decision for you.
Because default laws are broad and not tailored to your specific business, they often aren’t in your LLC’s best interest, so it’s best to avoid them by being as comprehensive as possible in your agreement.
Step 5: Get an EIN
There’s simply no way to avoid taxes. In fact, it’s illegal to try, so don’t do it.
Federally, LLCs are classified as “pass-through” entities, businesses that don’t file corporate tax returns, but whose owners include income and losses on their individual returns. Still, there are certain circumstances that require LLCs to pay federal taxes, like classifying as a corporation or partnership, hiring employees, or selling merchandise. So, in Fanny’s case, if she plans on hiring additional florists and selling bouquets, she will need to apply for an EIN.
The Employer Identification Number (EIN) is a nine-digit number that the IRS will use to identify your company’s tax accounts, so if you pay any business taxes, it’s extremely important to have one. Click the “Do I need an EIN?” link on this page to see if you fall into this category. If so, apply for an EIN one of three ways:
Need to get this done quick? File online – it’s by far the most efficient method. You can only complete the process between 7 a.m. and 10 p.m. EST, Monday through Friday, but you’ll receive your number immediately upon finishing the digital form. Keep in mind that you will need to provide a valid individual taxpayer number (like a Social Security Number) as part of the process.
You might prefer the feel and security of a paper form. In this case, download Form SS-4, complete it, and fax it to (855) 641-6935. You will receive your EIN within four business days.
Or, there’s always trusty postal mail. However, this is the slowest option, as processing typically takes around four weeks. If that doesn’t deter you, fill out Form SS-4 and send it to:
Internal Revenue Service Operation
Attn: EIN Operation
Cincinnati, OH 45999
Okay, so you’ve filed the Articles of Organization, designated a registered agent, adopted an operating agreement, and filed for an EIN. Time to start doing business, right? Sorry, there are a couple of additional steps you may need to take first. But don’t worry, you’re almost there!
Step 6: Taxes, Licensing & Income Reporting
For all intents and purposes, most LLCs will be official after completing all the prior steps. Still, it’s important for business owners like Fanny to keep looking ahead, as there are certain maintenance requirements to keep a Oregon LLC running smoothly and in good standing with the state.
Before you start doing business, create a plan for the following potential LLC requirements:
As mentioned earlier, LLCs are almost always classified as “pass-through” entities, which means that they don’t pay income taxes directly to the federal government. That responsibility falls instead on the owners, who must include business income and losses on their personal 1040 tax returns and/or Schedule C. LLCs are flexible with tax structure, so you can choose to have yours taxed like a corporation instead. In this case, it would need to file a separate corporate tax return.
You’re in luck because Oregon income taxes are just as simple as federal ones. They “pass-through” to the owners’ personal returns (unless you’ve specifically set up your LLC as a corporation). Plus, unlike other states, Oregon doesn’t impose a special “franchise” tax for the privilege of doing business there, nor does it have a Sales Tax and Use Tax.
Don’t celebrate just yet, because you’re not completely off the hook for state taxes. Your LLC might meet certain conditions that would make it responsible for other taxes. The most common of these is the Withholding Tax and Unemployment Insurance Tax, required if your business hires employees. To register for these taxes, you’ll need to apply for a Business Identification Number using the Oregon Business Registry or a Combined Employer’s Registration Form.
Plus, depending on your LLC’s location, it may owe a local tax to its city, municipality, or county. Consult your local government’s website to find out.
The Articles of Organization may have already made your business legitimate, but your LLC might still need to obtain a license before doing business. This all depends, however, on the type of business you run.
Our friend Fanny may need to apply for a Nursery License before conducting business, and if she ever wanted to start selling paninis out of her flower shop, she would first need to obtain a Food Safety License. Likewise, your LLC might need particular licenses. If you’re not sure, check the Business Xpress License Directory or the Oregon.gov Licenses page.
Certain cities and counties require their own specific licenses on top of any state ones, so you should also check with your local government.
Once you’ve taken all the steps to start your LLC, you’ll be off and running, making deals and growing the company. But when things are moving 100 miles per hour, don’t forget that Oregon requires all of its businesses to submit one important recurring filing: the Annual Report (sometimes called the Annual Renewal).
Every year, you will need to file an Annual Report by your LLC’s anniversary date. Filing online is the quickest method, but you can also print the form from the web filing system and mail it in. Both methods cost $100 for domestic LLCs and $275 for foreign ones.
Stay on top of your Annual Report due date because, while there are no late fees, your LLC can be administratively dissolved for failing to file within 45 days of the deadline.
And we’ve come to the end. It’s a long process, and not always easy, but the reward is well worth it. If you’ve made it this far, congratulations! Your Oregon LLC is ready for takeoff. So go ahead and start with that big sale, promotional campaign, or business deal. Maybe you’ll see Fanny out there in the business world, selling her beautiful floral creations.
Need Help Creating Your LLC?
If you even skimmed this guide to look over the steps, you likely got a sense of how many moving parts there are when starting an LLC. Can you do it all yourself? Absolutely. We have complete confidence in you.
But if you’d rather hand it off to someone else and not have to worry about it again, we recommend using an LLC formation service. This way, you can go about your other business responsibilities with the confidence that everything will be submitted correctly and punctually.
Plus, an LLC formation service can handle maintenance items like Annual Reports, so you can take them off your to-do list. And on top of that, many services also provide a registered agent.
Sound good? Whether you know that you’ll need an LLC service or you’re just exploring your options, take a look at IncFile and Northwest Registered Agent. These are two of the top services available. And you can take our word for it because we’ve done a whole lot of research on the topic.