To legalize your business in the US, you need to register a legal entity. It’s a simple rule valid for all states. Plan to open an LLC in Oregon and not sure how to do that? If so, we’ve got you covered. In this article, we’ll take you through all the stages of the Oregon LLC formation process providing helpful tips and detailed instruction on how to complete it in a fast and hassle-free manner. Here, you’ll find all the filings to be submitted and all costs to be paid. Before you delve in, we’d like to mention that you can either handle the registration on your own or hire an LLC service to do that job for you. It depends on to what extent you are ready to get involved in formation routines and if you have time for that. Anyway, if you choose to follow a DIY route, we are here to stretch a helping hand.
Before you can proceed to file documents, the very first step to take is to choose a name for your future company. LLC business names should somehow relate to the industry your company operates in or to the products or services it delivers. It’s a sort of a business card that will give potential customers an idea of your business activity and will push them to dig in. With that, though, the LLC’s name should be unique and clearly distinguishable among other company names registered in the Oregon Secretary of State’s database. General Oregon business laws state some basic rules for naming an LLC. Thus, your legal entity name should contain a business type identifier (LLC) while avoiding the use of words normally related to governmental structures and skipping words (university, bank, etc.) that imply obtaining some added paperwork and hiring some professionals. Meanwhile, the Oregon Administrative Rule 160-010-0012 clearly states that punctuation marks, capital letters, abbreviations, and different forms of the same word don’t make the name unique. To distinguish it, choose different spelling, change word order, diversify keywords, or introduce Arabic numbers.
As you’ve already guessed, the Secretary of State in Oregon won’t accept and register your company name if it resembles some existing name either by form or by sound. Hence, don’t rush into printing out marketing materials and inserting the company name into important papers once you’ve invented it. Before that, you need to check if the chosen name is not occupied. To do that, perform a business name search on the Secretary of State’s web platform to check out the database of existing LLC names.
If it turns out the desired name is already taken, you’ll have to modify it and check once again. And if you hit the spot from the first try, you might want to reserve it. Though business name reservation is not obligatory in Oregon, booking your company name is a nice idea when you do plan to operate in Oregon but have not prepared all the necessary papers yet or need a delay due to some other reasons.
To put an LLC name on hold, you can register an online form or file an Application for Name Reservation via mail to the following address: Secretary of State – Corporation Division, 255 Capitol St. NE, Suite 151, Salem, OR 97310-1327. Whether you go online or prefer a paper form, you’ll have to pay a one-time fee of $50. Processing times vary but to learn the exact date your name reservation is registered, you can check here. Besides, to make sure your company name is booked the same day, you can submit the application in person under the specified address.
One more notable detail to mention is that the state of Oregon offers by far the longest name reservation period. While other states will put the name on hold for several months only, in Oregon, they’ll keep it safe for the whole two years.
For any LLC in the US, a Registered Agent is a contact point for maintaining smooth and problem-free communications with state authorities as well as maintaining the company’s compliance with state regulations. To set up an LLC in Oregon and keep it running, you’ll also have to appoint a registered agent and use their services while your company stays active. It’s a state requirement, and you can’t skip it.
To officially designate a registered agent, it’s enough to mention them in your Articles of Organization before filing your docs. After your LLC is registered and is on full steam, the registered agent will handle all paperwork issues, receive all important notifications, and monitor business compliance for you, constantly keeping you informed on all issues and events. Similar to other states, a registered agent in Oregon could be either a person or a legal entity.
Any person could be your registered agent, no matter his or her educational or professional background. It could be your friend, relative, business partner. You can be a registered agent for your own company too. The main requirement for an individual registered agent in Oregon is that this person should be an Oregon resident and have a physical address in this state.
In practice, though, registered agents are legal advisors, lawyers, accountants, financial consultants, or other specialists and experts who know their onions and have an eye for business activities.
When it comes to choosing a legal person to be a registered agent for your Oregon LLC, one of the best options is a specialized LLC service. While most companies of this kind offer Oregon LLC registered agent service for a flat annual rate, some of them also make it a part of their filing plans for free. This way, the LLC service will not only act as your registered agent but also will handle all business formation requirements for you. To narrow down your choice, our advice here is a Northwest Registered Agent with huge expertise in launching LLCs or IncFile distinguished by a wide range of added features.
At this point, it’s worth noting that a company can’t function without a filed registered agent. Thus, if you want to change your registered agent for some reason, you need to make all amendments within the shortest time frame. Otherwise, your business might be dissolved in the administrative order.
This is where the actual registration process begins. To commence your business in Oregon, you need to file the Articles of Organization with the Oregon Secretary of State. So, once your company name is checked and approved and your registered agent is appointed, you are a single step from legalizing your business. To submit the company docs, you’ll have to pay a $100 state fee first. Afterward, you can file your papers online, via mail, or in person. Note that the state fee will remain the same, no matter the filing method.
If you are in a hurry and need your business in full steam asap, fill in an online form by logging in on the Oregon Business Registry website, and you’ll get your application processed immediately.
Choosing a paper form, send the documents along with payment or bring them in person to this address: Secretary of State, Corporation Division, 255 Capitol St. NE, Suite 151 Salem, OR 97310-1327. If you come on your own, the authority will process your submission the same day and mail deliveries are handled in the order of receipt.
By and large, once your Articles of Organization are accepted by the Secretary of State and registered in the state business database, your company is considered legally formed. Yet, legal formation is only the starting point, and there is a lot waiting for you ahead. For those who conduct business in Oregon, it’s advisable to create an operating agreement. Though not a legal requirement and entirely a company’s bylaw, this document is essential for the business’s everyday operation. By strictly outlining the operating procedures, managerial structure, and responsibilities, voting and ownership shares, this document determines and fixes the rights and responsibilities of the company members. Besides, it provides legal protection to the business owners’ personal assets clearly discerning them from business assets.
How to write down an Oregon LLC Operating Agreement you wonder? You can do it yourself by downloading one of the free online templates. They are available on many LLC service websites and even contain helpful filling tips. ZenBusiness really excels in this concern including operating agreement templates into all filing plans.
In the eyes of tax authorities, LLCs are so-called pass-through entities free from corporate taxes. Instead, company owners file business revenues and losses on their personal tax returns pro-rata to their company shares. That’s why some think an EIN is not a must. However, some LLCs qualified as S-Corps do pay federal taxes. Besides, an Employer Identification Number is a legal entity identifier for the state tax authorities. Whether you plan to hire some workers on a regular basis or need to open a business bank account, you’ll need this number. So, you’d better register it with the IRS in advance to handle your tax filings in a due manner. Creating an LLC in Oregon, you can do it in three ways.
As usual, you’ll have an online option. IRS accepts digital applications during business hours on working days and processes them immediately. The other choice is to download a printable Form SS-4 and send a paper version by fax (855) 641-6935) or via mail (Internal Revenue Service Operation, Attn: EIN Operation, Cincinnati, OH 45999). In this case, you’ll have to wait four days or up to four weeks accordingly to receive your IRS EIN.
Many entrepreneurs disregard this step at the initial stage of business formation. And it’s their loss! It’s strongly advisable to open a business bank account for your newly-set company right after its registration and avoid using your personal bank account for business purposes. This way, you’ll be able to draw a clear line between your personal and business finances. Not only is it convenient for accounting and for taxation but also it allows creating a corporate veil protecting you against the company liabilities.
To open a bank account for your LLC, you’ll need your formation documents, a company EIN, and a banking resolution from the company members authorizing such bank account setup.
When you think you have all the necessary tools at hand to keep your Oregon LLC running smoothly, there are some more aspects to consider to rest assured your company is in good standing, and there are no hidden risks that might slow down its growth or expose it to some legal restrictions. Other necessities to take into account include tax filing requirements, business licenses and permits, and compulsory state reports.
In the US, most LLCs are free from paying federal taxes. This commitment transitions to the company members and their personal 1040 tax returns. However, if you choose to qualify your limited liability company as an S-Corp for taxation purposes, you’ll have to file corporate tax returns separately.
State taxes in Oregon are straightforward as well and business income and losses also pass to business owners. At the same time, Oregon is one of a few states that don’t impose taxes for running commercial activities on their territory.
In the meantime, if you hire employees, get ready to pay some added taxes such as Withholding Tax and Unemployment Insurance Tax. And you need to get a registration for that either in Oregon Business Registry or by filling a Combined Employer’s Registration Form.
Subject to the type of your company activity, you might need to obtain additional licenses and permits to make your business fully legitimate. Those might be both state and local permits. In this concern, each state has different requirements. So, to know for sure if you need any of them in Oregon, track the Business Xpress License Directory or check on the Oregon.gov official website.
To maintain your company’s compliance with Oregon state rules, you’ll have to submit an Annual Report or Annual Renewal each year. Unlike many other states specifying a single report due date for all, Oregon takes a different approach. Here, the date of report submission is your LLC’s anniversary. You can file your report online or mail a printed form. The filing fee is $100 for US companies and $275 for foreign LLCs. Unless you meet filing requirements in time, you put your business at the risk of administrative dissolution.
The above-mentioned 7 steps closely describe a DIY route for LLC formation. Though quite feasible, it still might feel a bit intimidating for beginner entrepreneurs while other businessmen can simply lack time for that. Anyway, there is a perfect alternative. It’s an LLC formation service that will have your Oregon LLC formed for you. At quite reasonable fees, they’ll file all your docs, provide a registered agent, and even maintain your company compliance afterward. Need any advice here? Our recommendations are ZenBusiness and IncFile which offer value-for-money solutions and extensive support.