How to Form an LLC in Oregon
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Form My LLC
This guide to starting an LLC in Oregon provides step-by-step instructions on filing formation documents, obtaining tax IDs, and setting up company records.
Overview
LLCs are the most popular business structure because they are inexpensive to form, provide flexibility to the owners, and are easy to run. Forming your LLC legally establishes your business, limits your personal liability, and gains tax flexibility. The following step-by-step will help you as you undertake this process.
Fast Facts: Your Budget and Timeline
Here is an overview of the total paperwork, cost, and time it takes to form an LLC in Oregon. Be sure to read the final step in this guide - "Ongoing Filings" - to understand your ongoing costs to maintain a compliant LLC.
- Form 100: Articles of Organization - Limited Liability Company
- Operating Agreement
- IRS Form SS-4: Obtain an EIN
- Formation: $100
- Formation: ~1 business day online or in-person/courier. ~1-2 business days by fax. ~7-10 business days by mail.
Step-by-Step Oregon LLC Instructions
The legal name of your LLC may not conflict with any other registered name. Check availability of your desired name by conducting a name search.
- Name Search:
- Secretary of State database search
- Name Reservation:
- Optional
- Suffix:
- The name of the limited liability company shall contain the words limited liability company or the abbreviation L.L.C. or LLC. ORS §63.094
Identify the LLC’s Oregon Registered Agent. This individual or company receives notice of lawsuit and other legal service for the LLC.
File the articles of organization to create your limited liability company.
| Agency: | Oregon Secretary of State - Corporations Division |
| Form: | |
| Filing method: | Mail, in-person/courier, fax, or online |
| Agency fee: | $100 |
| Turnaround: | ~1 business day online or in-person/courier. ~1-2 business days by fax. ~7-10 business days by mail. |
| Law: | Oregon Revised Statutes - Chapter 63: Limited Liability Companies |
Your filed articles of organization are the first document for your limited liability company records. Your
LLC will generate many other official records such as your operating agreement, meeting minutes, and your
EIN.
Office supplies intended for an LLC will help you stay organized and save time. Membership certificate templates should come with your
company record book. Each owner receives a membership certificate as evidence of his or her ownership in the
LLC.
Draft an operating agreement (potentially using a template) which is the governing document for the LLC. It defines the formalities of how the LLC will run itself such as holding an annual meeting. You will review and adopt the agreement at your organizational meeting.
The first meeting of the members of the LLC is the organizational meeting. You will need your filed articles of organization and your operating agreement in order to conduct this meeting. Keep minutes of this meeting and store them in your company record book.
If your LLC has more than one member or will hire employees, it must obtain an EIN. An EIN is also often required to open a bank account.
- Submit to:
- Internal Revenue Service
http://www.irs.gov/ - Form:
- IRS Form SS-4
- Guidance:
- IRS Pub 1635: Understanding Your EIN
- Filing Method:
- Mail, phone, fax, or apply online with the IRS
- Fee:
- $0
- Turnaround:
- Immediately online
- Notes:
- The IRS website is only available during certain hours. Print your EIN before closing your session.
Oregon does not have a general application to register your LLC for all state taxes. Apply for the individual tax accounts / licenses / permits required:
- Guidelines:
- Oregon Department of Revenue - Business Taxes
- Submit to:
- Oregon Department of Revenue
http://www.oregon.gov/DOR
By default, your LLC receives pass-through taxation and the vast majority of LLCs keep this tax classification. Some LLCs benefit from electing S-Corp or C-Corp tax treatment:
- S-Corp treatment can help owner-employees who earn more than ~$75,000 per year save on self-employment taxes. File Form 2553: S-Corp Election.
- C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment. File Form 8832: C-Corp Election.
To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.
You must file federal and state tax returns. You must also file:
- Oregon LLCs are required to file an Oregon Annual Report.
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