How to Form an LLC
1. Find a Business Name
- Business Search: sos.oregon.gov/business
Use the State of Oregon’s Business Name Search to check whether your desired business name is already in use. If no results show up, it is likely that the business name is available.
Under state law, the name of your business must contain the words “limited liability company,” “limited company,” or the abbreviation “L.L.C.” or “LLC.”[1]
2. Select a Registered Agent
All limited liability companies operating in Oregon are required to maintain a registered agent and a registered office, which may be the same address as the company’s place of business. The registered agent must be an individual residing in Oregon or a company whose business office is identical to the registered office.[2]
3. Register the LLC
There are two ways to apply for the registration of your LLC: online or by mail.
Option 1: File Online
Go to sos.oregon.gov to access the state’s online filing system.
Select “New User” to create a new account to access the Oregon Business Registry. You will be required to provide your first and last name, address, and email. Then create your username and password along with a security question.
Once you are in the registry, select “Start” to begin the process for registering your business. On the next page, select “Register Name.”
After selecting your business type as a domestic or foreign limited liability company, enter your business name in the provided field. Then, provide a short description of your business and indicate the desired duration for the business.
Enter a mailing address where you will receive notices from the state. Then, enter the name and phone number of the business’s daytime contact.
Indicate whether your registered agent is an individual or a business entity. Enter the name or registry number of your agent.
Indicate whether the organizer of your LLC is an individual or a business. Then, enter their name and address. If you have more than one organizer, be sure to include all of them.
This can be a member or a manager of your LLC. Provide their name and address.
Indicate whether your LLC will be member-managed or manager-managed. Then, on the next page, enter the name and address of your initial member(s) or manager(s).
Review your document to ensure that all provided information is correct. Then, enter your title and sign your name by typing it in the provided field. When you submit the application, you will be prompted to provide a payment method for the filing fee.
Option 2: File By Mail
Complete the appropriate form and send the document to the provided address with an enclosed payment.
Articles of Organization (Domestic LLC) – For in-state entities.
Filing fee: $100 check made payable to “Corporate Division”
Mailing address: Corporate Division
Secretary of State
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327
Application for Authority to Transact Business (Foreign LLC) – For out-of-state entities.
Filing fee: $275 check made payable to “Corporate Division”
Mailing address: Corporate Division, Secretary of State
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327
4. Obtain an EIN
- Apply Online: www.irs.gov
- Apply by Fax/Mail: Form SS-4
Every business is required to apply for an Employer Identification Number (EIN) with the IRS in order to begin operating.
5. Write an Operating Agreement
While LLCs in Oregon are not required to adopt an operating agreement, it can be helpful for internal purposes.
Download: PDF, MS Word, OpenDocument
6. Choose a Tax Classification
Below are the most common types of LLC tax classification:
- LLC – As an LLC, a sole proprietorship or partnership is considered a “pass-through entity,” which means all profits are taxed as income for the members/owners.
- S-Corporation – All business profits and losses are sent to the shareholders, who must pay income tax. To file as an S-corp, an LLC must file IRS Form 2553 within 75 days of formation.
- C-Corporation – All business profits and losses are filed as a separate corporate entity. To file as a C-corp, an LLC must file IRS Form 8832 within 75 days of formation.