The LLC’s business name must be different from all other business entity names registered or reserved with the state of Oregon. The LLC’s name must include, as the last words of its name, “limited liability Company,” “LLC, or L.L.C.” Oregon state law does not allow the LLC’s name, however, to contain the word “cooperative,” “corporation,” “incorporated,” “limited partnership,” “limited liability partnership,” “partnership,” or any abbreviation or derivation thereof. You can reserve an available LLC name with the Oregon Secretary of State for up to 120 days for $50.
The filing time is 7 business days and can be expedited within 2 business days.
State Filing Fees
The filing fee is $100, and can be expedited for an additional $50.
Articles of Organization and Operating Agreement
The articles must be signed by at least one person organizing the LLC and delivered, along with a copy, to the Corporations Division, Oregon Secretary of State for filing.
The articles of organization for your new Oregon LLC must include the following information:
- The LLC’s name
- The LLC’s registered agent and the address of its initial registered office
- Whether the LLC is to be manager-managed or member-managed
- The name and address of each organizer
- The period of the LLC’s duration (either perpetual or for a specified time)
- Any other internal operating rules that the members want to specify
The articles may also include other items that the members wish to include (as long as they don’t conflict with state law), even if they are also included in the operating agreement.
Your LLC is considered officially “organized” once the signed original of the articles of organization and the $50 filing fee is received by the Corporations Division of the Secretary of State’s office. The organizer(s) who sign the articles must be at least 18 years of age, and the articles must indicate their name and title or capacity within the LLC.
There is also a $50 fee to file amended articles of organization.
The operational agreement is a very important document, however, there isn’t an official state requirement to have an operating agreement, but it’s a vital internal document that specifies how your LLC will operate on both the day-to-day and strategic levels. If there is more than one member, the operating agreement must initially be approved unanimously in writing by the members.
The operating agreement should usually list the LLC’s members, specify how much each member has invested, explain how profits will be divided, and state how much proportional “weight” each member has when issues are voted upon.
The operating agreement may also set forth meeting requirements such as the amount of required notice, what constitutes a quorum, voting rules, and so on, but it doesn’t have to. Normally, however, the operating agreement does list requirements for the LLC that are already listed in state law and regulations. It can also include such items as restrictions or constraints on the power of the members to adopt, amend, or repeal the operating agreement.
An LLC is required to have at least one member. Members must be either a natural person or a registered business entity. Members may become a member of or acquire an interest in the LLC when it is first started, when they acquire an interest in the LLC in accordance with the articles or operating agreement (or both), or upon consent of the majority of the members.
To join the LLC, the prospective member usually needs to make some kind of contribution-for example, pay cash or transfer property to the LLC-or undertake a binding obligation to do so.
A member can only resign from the LLC in a manner allowed by the articles of organization and/or the operating agreement. One or both of these documents will also usually state the minimum amount of time a member can maintain membership before being allowed to resign.
A member may voluntarily withdraw from the LLC when an event specified in the articles or operating agreement occurs, or after giving six months’ notice, unless the articles or operating agreement prohibit the member from doing so. A member may not resign from the LLC except in a way that’s in accord with the articles of organization and operating agreement.
A member may be liable for damages caused by a withdrawal not in accordance with the requirements in state law, the articles of operation, or the operating agreement.
All Oregon LLCs are required to have a registered in-state agent. This agent is the person or office designated to receive official state correspondence, including notice if the LLC is served with a lawsuit.
A registered agent in Oregon may be an individual state resident whose business office is identical with the LLC’s registered office, or business entity authorized to do business in the State of Oregon. The registered office may be (but is not required to be) the LLC’s place of business. The registered agent must have a business office identical with the registered office, which should generally be open during normal business hours
Ongoing Filing and Compliance
Each Oregon LLC must keep the following records available at its office for review:
- Names and addresses of all past and present members and managers
- A copy of the filed articles of organization and any amendments
- Executed copies of any powers of attorney related to the articles
- Operating agreement with any amendments
- A copy of the LLC’s federal, state, and local income tax returns for the three most recent tax years
- A copy of the LLC’s financial statements for the three most recent years
- Status of the LLC’s business and financial situation
- A description and statement of the agreed value of the property or services contributed by each member, the amount and timing when each member has agreed to contribute in the future, and the date on which each became a member
- If agreed upon, the time at which or the events upon the occurrence of which the LLC is dissolved and its affairs wound up
Also, it’s a good idea to keep on file and available the minutes of the meeting of the board and any committees of the owners or members.
Additionally, Oregon LLCs must file an annual report (with a $50 fee) by the first anniversary of filing the LLC’s articles of organization. After the first year, the state mails a renewal coupon to the LLC, which must be accompanied by a $50 fee. If names or addresses for the LLC need to be updated after the first annual report has been filed, an amendment to the annual report must be filed with the business registry office.
An LLC is dissolved when any one of the following events occurs:
- Event(s) specified in the certificate of formation or operating agreement
- A unanimous member vote to dissolve (unless a certain percentage or proportion is stated in the certificate of formation or operating agreement)
- An event that makes it unlawful for the LLC to continue
- The LLC’s duration as specified in the articles of organization or the operating agreement expires (if the LLC is not perpetual)
- When the LLC has no remaining members
- Administrative dissolution by the secretary of state
- A court order mandating dissolution
There is currently a $50 state fee for filing articles of dissolution.
Oregon imposes a personal income tax on business revenue that passes through to the individual. Certain local governments in Oregon also assess a business income tax. Wages earned by an employee, however, are not subject to the business income tax.