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Why use UpCounsel to form an LLC in Oregon
Starting an LLC in Oregon with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our LLC attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for limited liability companies.
When forming an LLC in Oregon with UpCounsel, the attorney you choose to help you will conduct a business name search for your Oregon LLC and assist you in preparing your LLC Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Organization have been prepared and successfully filed with the Oregon Secretary of State, your Oregon LLC has been formed and begins its existence as a corporate entity.
Requirements for Forming a Oregon LLC
Choosing a Company Name for Your LLC
One of the first steps in the process of forming your Oregon Limited Liability Company is to choose your business name.
The business name that you choose must contain the words "limited liability company" or the abbreviation "LLC" or "L.L.C." as the last words in the name of the limited liability company. The words "limited" and "company" may be abbreviated to "Ltd." and "Co.," respectively.
It must be distinguishable (not the same as or deceptively similar to) the name of any Oregon Limited Liability Company or foreign LLC reserved or registered and cannot contain the words "bank," "trust," "trustee,""incorporated," "inc.," corporation," or "corp.," or "insurer" or "insurance company" or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks.
Your LLC name may contain the name of one or more members.
By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Oregon Limited Liability Company before filing to see which names are available. Once you have chosen an available name, your chosen LLC attorney can help you properly register your name with the State of Oregon.
Articles of Organization When forming an LLC in Oregon, the Articles of Organization must be filed with the Oregon Secretary of State. Oregon state law requires that certain information be included in your Articles of Organization when forming your Oregon LLC.
This information must include:
- The LLC's name and address.
- The LLC's term of existence and duration.
- The LLC must appoint a statutory agent designated to for its' service of process. The Original Appointment of Statutory Agent (incorporated into the Articles form) must provide the agent's name and address.
- Whether the LLC is run by managers or members; the name and address of each manager or managing member.
- The name and address of each organizer of the LLC.
- Statement what kind of professional services the LLC provides, if applicable.
Additionally, an Oregon LLC formation generally requires inclusion and/or consideration of the following:
LLC Operating Agreement: Although the LLC operating agreement is not required with the Articles of Organization, it is a good idea for every LLC with more than one member to have one. Please be advised that the State of Oregon requires that the LLC Operating Agreements be filed when you submit an Oregon tax license form.
Business Licenses: Business licenses and/or permits are required for most LLC's offering specific professional services. Contact the Oregon Secretary of State for specific licenses.
Resident Agent needed for a Oregon LLC
Remember every Oregon LLC must have a registered agent in Oregon, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent may be an Oregon resident or business entity authorized to do business in Oregon. The registered agent must have a physical Oregon street address.
Oregon Secretary of State
Once you create an LLC in Oregon, the Oregon Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.
For further information, contact the Oregon Secretary of State.
Recurring Responsibilities and Duties for Oregon LLCs
Annual Report: Each limited liability company shall provide an annual report to the Oregon Secretary of State regarding its financial condition to each of its members. There is a nonrefundable $100 filing fee.
Records: Each Oregon limited liability company must keep the following records open to inspection at its office:
- The Articles of Organization and any amendments.
- The LLC's Bylaws.
- Permanent Records of minutes of director and shareholder meetings or actions taken by shareholders or directors without a meeting.
- An alphabetical record of shareholders including their names and addresses and listing the number and class of shares held.
- Written communications to shareholders for the past three years.
- A list of names and business addresses of current directors and officers.
- Resolutions by the board of directors creating one or more classes or series of shares and their relative limitations and rights.
Filing Fees for a Oregon LLC
The processing fee for the Articles of Organization is generally about $100. Also, the filing and reservation of the LLC's name is $100. These fees can change so it would be best to check with the Oregon Secretary of State on what the latest fees are. You may pay these fees in many different forms including, check or debit and credit cards, depending on how you send your form.
Taxes for a Oregon LLC
A Oregon LLC is not required to be a separate tax entity like a corporation; instead, it can be considered a "pass-through entity," so that the owners of the LLC report business losses or profits on their personal tax returns, just like in a partnership.
Oregon state law follows federal law for income tax purposes. Therefore if the LLC is classified as an association taxable as a corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS will treat a single-member LLC in Oregon as a sole proprietorship for tax purposes. This means that the LLC itself does not have to pay taxes or file a tax return. Unless you elect to tax the Limited Liability Company as a corporation, the IRS treats multi-member LLCs as partnerships for tax purposes. This means that LLC owners will each need to pay taxes on their lawful share of the profits on their personal income tax returns, not just on the LLC itself.
Federal Tax Identification Number: Your LLC will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). An EIN is similar to an individual's social security number. You will need an EIN for your LLC as long as there is one member, even if the LLC does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.
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