If you’ve been itching to learn how to start an LLC in Oregon and make your business dreams come true, the time is now. This step-by-step guide will take you through the LLC formation process and into commonly asked Oregon LLC questions.
The Main Types of LLCs
Before diving into the details of how to start an LLC in Oregon, you’ll want to familiarize yourself with the types of LLCs available in Oregon:
- Single-member LLC. There’s only a single member in the LLC, who is responsible for all duties within the business and is the only individual bound by the LLC’s operating agreement
- Member-managed LLC. The members are responsible for the operations of the LLC and can take on duties to ensure the company can successfully conduct business activities under the operating agreement
- Manager-managed LLC: The members select an individual to manage the operations of the LLC and make decisions on behalf of the members to carry out the business activities of the company as articulated in the operating agreement
Each structure has the same limited liability advantages, which makes an LLC a less risky entity than a sole proprietorship or a partnership. The specific operations and designations of manager and member duties will be detailed in your LLC’s operating agreement. Let’s get started on how to start an LLC in Oregon.
Step 1: Name Your Oregon LLC
If you’ve been researching how to start an LLC in Oregon, you’ve probably already been thinking about what you might name your company. While you want the name of your LLC to follow the guidelines set by Oregon LLC laws, you also want it to be easy to remember for future customers and partners. Your name must:
- Include the phrase “limited liability company” (or the abbreviation “L.L.C.” or “LLC”)
- Avoid using other words or abbreviations that imply a different business structure (for example, “Corp.,” “Inc.,” or “L.L.P.”)
- Include only words written in the English alphabet, with the exceptions of Arabic or Roman numerals and incidental punctuation
- Be distinguishable from other entities actively doing business in Oregon
Before getting too attached to your name, you’ll want to perform an Oregon LLC name search. If you find out that your dream LLC name is already taken by another entity you don’t have to start from scratch — it’s just time to get creative. You can reorganize words, use synonyms or modify words to keep the same spirit of your name intact.
For example, Sas Squatch has been selling hand-made Oregonian acorn watches online and she wants to start an LLC to limit her liability. The name she loves is “SaSquatch Watch LLC,” but this name was already taken by a local Bigfoot search business. Sas could try a different variation like, “Squatch Watches LLC,” or “SaSquatch Timepiece LLC,” both which have the same spirit of the original name but are distinct from other entities under Oregon LLC law.
Inside Scoop: If you have the perfect LLC name but you’re still trying to figure out how to start an LLC in Oregon and you aren’t quite ready to file, don’t wait until your name is already taken by another entity. You can file a registration form for $100 that will reserve your name for up to 120 days until you’re ready to file.
Is Your Name Available for a Web Domain and Social Media?
If the name you want to use is available for your LLC that’s just the first step. Next, you’ll want to check to make sure it’s available as a domain name for your business’s future webpage. Even if you don’t know when you’ll create your webpage, you can purchase the name now to use later, which will prevent others from taking the name while you focus on other LLC start-up practices.
Next, you’ll want to ensure your name is available as a username or handle on social media platforms like Twitter or Instagram. Using social media to connect to future customers and partners is just one way to expand the presence of your business and can help reach a wide audience for little to no cost.
Step 2: Choose a Registered Agent
A registered agent is responsible for all LLC-related contact with the state and will handle your company’s service of process in the event your LLC is faced with legal action. If you’ve already done the work and mastered the steps of how to start an LLC in Oregon, you don’t want to choose an agent that isn’t reliable. The person or entity tasked with this duty should be responsible and organized to ensure quick notification and compliance with any legal requirements.
A registered agent can be any resident of Oregon or entity authorized to carry out business in Oregon. Some LLCs choose one of their members, or the company’s attorney, to be the registered agent for the company. The advantages of choosing an attorney include quick notification and availability of legal counseling.
Inside Scoop: If your company doesn’t have an attorney or doesn’t want to designate an LLC member as the agent, you could hire a third-party service to act as your registered agent. Not only will a registered agent service accept all documents on behalf of your LLC, but it will also help keep your LLC in compliance by sending you reminders when annual filings or fees are due.
Step 3: File Your Articles of Organization
One of the most important steps when figuring out how to start an LLC in Oregon is to file the articles of organization. Luckily you won’t have to create an organization document on your own because the OR Secretary of State includes all the required information in an easy to fill-out form.
Oregon LLC laws require that your organization form includes:
- Name of your LLC
- Duration of your company
- Street address of your principal office
- Name and address of registered agent
- Address for LLC to receive important mail
- Management structure (member-managed or manager-managed)
- Optional professional service note
- Optional provisions (LLC Oregon laws allow additional clarification that certain members are further indemnified or is primarily for benefit purposes)
- Name and address of each person forming the business (organizer)
- List of members and or managers and addresses
- Name and address of an individual with direct knowledge of the LLCs operations and activities
- Signature of the LLC organizer
If this seems overwhelming, Oregon’s secretary of state has instructions for how to fill out the form moving through each element with helpful explanations and clarification points. If you want an even easier path to starting your LLC, you can create an Oregon LLC Login and fill in the form using the state’s online platform.
Do I Need a Physical Principal Office Address to Form an Oregon LLC?
While some companies may already have an office space when it comes time to file the forms and create a business recognized by the state, what happens if your LLC conducts business remotely or only works in a virtual capacity? You’ll still need a physical address to file the organization form.
Some LLC managers might choose to use their home address on the form. However, after the LLC is registered, your address and contact information will become part of the public record which can raise privacy concerns. To avoid this, Oregon allows you to use the following addresses in place of your home address:
- Attorney’s office
- Registered agent’s address
- Service company
How Long Does It Take to Form an LLC in Oregon?
If you choose to file your articles of organization online using Oregon’s online platform, your LLC will be registered in as little as one business day. If you want to mail in a paper form, the projected processing time is about three to four weeks.
Secretary of State, Corporation Division
255 Capitol St. NE
Salem, OR 97310
Step 4: Create Your Operating Agreement
Although it’s not a requirement under Oregon law, creating an operating agreement is one of the most important steps when learning how to start an LLC in Oregon. The operating agreement houses all essential details related to LLC operation, including (but not limited to):
- The company’s day-to-day operations
- Management structure
- Member duties
- Member agreements
- LLC termination details
- Voting protocol
The operating agreement can house any details the members choose. Details may include items such as when an annual meeting will be held or what needs to happen for the LLC to be dissolved. This agreement will act as a contract and bind the members to the words of the agreement.
Having an LLC without an operating agreement in place is like traveling across the country without a GPS (or a foldable map) — you run the risk of never arriving at the destination. There should be instructions and details known to all members that outline certain expectations and protocol or you run the risk of the LLC failing to conduct its intended business operations.
Step 5: Get Your EIN From the IRS
The easiest step to figuring out how to start an LLC in Oregon is requesting an EIN (employer identification number) from the IRS. You’re required to do so if the LLC has multiple members or if it has employees. The filing is free, and the number can be used for tax purposes as well as other important tasks for your business like opening a checking account or hiring employees.
Starting an Oregon LLC: Local Resources
Oregon created the Office of Small Business Assistance with the mission of helping entrepreneurs and nonprofits thrive. Along with helpful guides and videos, the office helps companies that have complaints about other local offices or agencies and will even investigate claims of unfair treatment. Some helpful resources include:
How to Start an LLC in Oregon: Best Practices to Keep Your LLC Active
Once you’ve gotten your LLC off the ground, you’ll need to take certain steps to maintain it and help it thrive. Here are some best practices that will help your company stay viable for years to come.
Trademark Your Name to Keep Others from Legally Using It
Registering your LLC name with the state of Oregon doesn’t give you the exclusive right to use it. This is especially problematic if the uniqueness of your name is part of your business marketing strategy. If you’re looking for a way to protect your brand and your LLC’s name, you might consider the trademark process.
Trademarking a name is like patenting an invention. Once you do it successfully, others will be prevented from using your name and if they do, you have a cause of action to sue them. You can search the trademark database to confirm your LLC name is original.
Unlike Oregon LLC laws that only require an extra letter or reorganization of words to be distinct, the “no-similarity standard” for a trademark is harder to meet. The U.S. Patent and Trademark Office offers guidance for how names can be considered too similar or create confusion.
Oregon LLC Renewal Requirements
If you’ve figured out how to start an LLC in Oregon and you’ve registered your LLC, that’s just the first of many filings. If you hope you continue doing business as an Oregon LLC, you’ll need to comply with annual filings and fees.
The good news is that the process is quick if no significant information has changed with your LLC and you can file online using Oregon’s platform. You can also file through the mail. The fee to file is $100.
LLC Taxes and Filing Requirements
Depending on whether you have a multi-member or single-member LLC, Oregon taxes and filing requirements will vary. Single-member LLCs report income or loss from their LLC using their personal tax form 1040. LLCs with multiple members file a Form 1065 to report income and loss to the IRS and issue a Form K-1 to each member for reporting their share of the Oregon LLC profits.
Don’t Delay Filing Now That You’ve Figured out How to Start an LLC in Oregon
After moving through the steps of how to start an LLC in Oregon, you’re probably ready to get started as soon as possible. The filing process can take some time and might seem overwhelming, which is a great reason to use a reliable online service to do the hard work for you.
Legal Disclaimer: This article contains general legal information but does not constitute professional legal advice for your particular situation and should not be interpreted as creating an attorney-client relationship. If you have legal questions, you should seek the advice of an attorney licensed in your jurisdiction.