In order to form a limited liability company, or LLC, in Oregon, the owners -- called "members" in an LLC -- need to submit a form called the articles of organization to the state's Business Registry. Although the articles of organization are a very short form, there are several additional steps that owners need to follow in order to make sure they are complying with all of Oregon's laws and regulations governing the formation of LLCs.
Chose a business name. In Oregon, as in most other states, the name of the LLC must be distinguishable, that is, not too similar, from the names of other businesses registered in Oregon. The name must also contain the words “Limited Liability Company” or the initials “LLC” or “L.L.C.”
Check name availability to see if it is already in use. Oregon's online name check tool is capable of alerting people to names that sound the same but are spelled differently, and recognizes abbreviations. For example, if there is a business already in existence called Smith's Fishing Vessel, it will disallow the name Smith's FV (see Resources).
Find a registered agent. A registered agent is an Oregon-based person or business appointed by the LLC to receive any legal documents on behalf of the LLC. Oregon requires every LLC to have a registered agent; however, if the LLC is physically located in Oregon, any member or employee may act as the registered agent. If your LLC is not physically resident in Oregon, you may use an attorney or a company licensed to act as a registered agent. The Oregon Secretary of State's office can provide a list of registered agents (see Resources).
Negotiate an operating agreement. The operating agreement is a document setting out the rules and procedures members will use to run the LLC. Oregon does not require an operating agreement, but it is generally recommended that multi-member LLCs have one. The operating agreement has no set form, but usually includes items such as the share of profit and losses each member is entitled to, how the LLC will be managed, and procedures for adding new members or buying out existing members.
File the articles of organization with the secretary of state's office. This is a one-page form with the name of the company, the names and addresses of the members of the LLC and the registered agent, the duration of the company, how the company will be managed and the service the company will offer if it offers a professional service. All members need to sign the form. As of 2010, a processing fee of $100 must be paid at filing.
Obtain all necessary licenses for the business. Some types of LLC will also require a business license in order to operate. For example, all lawyers practicing in Oregon need to be licensed by the Oregon State Bar Association. Check if your business will need a state license at the Oregon Secretary of State's website.
- Oregon requires all businesses to file an annual report. The state will mail out a copy of the annual report to the registered agent each year. The form must be completed and returned to the Oregon Corporation Division by the LLC's anniversary date.
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