1. Why Form an Oregon LLC?
2. Steps to Forming Your Single-Member LLC

Updated November 17, 2020:

The most important Oregon single-member LLC filing requirement is filing your Articles of Organization, which formally establishes your limited liability company (LLC). Oregon LLCs are also required to file an Annual Report to maintain their good standing.

Why Form an Oregon LLC?

If you're looking for a formal structure for your business, there's almost no better option than forming an LLC. With an LLC, your personal assets, which can include your home and your car, will not be at stake if someone files a lawsuit against your business.

Other popular business structures, such as general partnerships and sole proprietorships, do not provide limited liability. With these structures, your personal assets will be at risk if your business gets sued. If you want to limit your personal liability from your business, forming an LLC is the right choice.

Steps to Forming Your Single-Member LLC

If you want to establish a single-member LLC in Oregon, you first need to choose a suitable name. Oregon, like most states, requires that your LLC name include one of the following words or an abbreviation of these words:

  • Limited Liability Company.
  • L.L.C. or LLC.
  • Ltd. Liability Co. or Ltd. Liability Company.

You can reserve your LLC name for a 120-day period.

Filing your Articles of Organization is the primary Oregon single-member LLC filing requirement. You should submit your completed formation documents to the Oregon Secretary of State. Include the following information in your Articles:

  • The official name of your company.
  • Your LLC organizer's contact information.
  • Your registered agent's Oregon street address.
  • Your principal business address.

In Oregon, LLCs can have one or more organizers. Since organizers are only needed when forming the company, you could serve as the organizer if you want to form a single-member LLC.

LLCs in Oregon must have at least one member. Oregon LLC members do not have to reside in the state, and there is also no age requirement for members. You do not have to name your LLC members in your Articles of Organization.

You have the option of limiting the duration of your limited liability company. If you want your company to end after a certain date, you should include this date in your Articles. If you do not list a duration period in your formation document, the length of your company's existence will default to perpetual.

Most LLCs are formed for the purpose of transacting legal business. This will be your company's default purpose unless you state a limited activity or purpose in your formation documents.

Oregon LLCs must hire a registered agent. Once hired, your registered agent will be responsible for accepting any service of process mailed to your company, as well as documents sent by the state. Your Oregon LLC registered agent should have a physical address in the state, and they must be available to receive service of process during normal business hours. Residents of Oregon can serve as registered agents, as can foreign and domestic business entities that are legally allowed to conduct business in the state.

Once you have formed your company, you should consider drafting an Operating Agreement, which is an internal document that will dictate how your company is managed. You can use your Operating Agreement to outline several issues:

  • How your company will be managed.
  • How to distribute profits to company members.
  • What each member will contribute to the company.

All LLCs in Oregon must file an Annual Report. You should file this report on the anniversary of your LLC's formation. When you file your report, you will also need to pay a $100 filing fee.

The state taxes that your company must pay will depend on the taxable income you earn in Oregon. When it comes to federal taxation, LLCs have a great deal of flexibility. As the sole member of your company, you will get to decide how your LLC will be taxed. For federal taxes, LLCs can elect to get taxed as one of the following:

  • Corporation.
  • Partnership.
  • Sole proprietorship.

Generally, single-member LLCs will be taxed as sole proprietorship. This means that you will report your company's profits on a Schedule C form and submit this form with your personal tax return. You will also need to pay self-employment taxes on your net income.

If you need help with the Oregon single-member LLC filing requirement, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.