Your Oregon LLC name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.

In any case, the Oregon LLC name that you choose must be distinguishable from the name of any other registered Oregon LLC or other registered Oregon business entity, such as a Oregon Corporation or LLP.  The LLC name must also be different from any reserved names on record with the state of Oregon.  Your Oregon LLC name must not imply that it was formed for a purpose other than that stated in your Articles of Organization; and your Oregon LLC name must not be a name that is likely to mislead the public.

The name of an Oregon LLC must include the word "LLC" or "Limited Liability Company" or an abbreviation of one of these words.

It's important to choose a good name for your Oregon LLC because if you want to change it after you Form a LLC in Oregon you will have to file amended Articles of Organization with the Oregon Secretary of State (and pay a fee).

Every Oregon LLC must have an address that is physically located in the state of Oregon.  This address is "registered" with the Oregon Secretary of State.  The Registered Address is where official and legal correspondence can be delivered.

The individual or company that is registered with the state of Oregon to receive all correspondence on behalf of the Oregon LLC is called a "Registered Agent" or "Agent for Service of Process".  You may act as your own Registered Agent, however, many Oregon LLCs hire a Registered Agent because they don't have a physical address within the state of Oregon or to provide a distinct level of privacy.

The owners of an Oregon LLC are called Members - not Partners or Shareholders.  (a Oregon Limited Liability Company does not issue stock).  Members make all business decisions and realize the financial benefits generated by the Oregon LLC.  Division of ownership and distribution of profits are decided by private agreement among the Members.  Each Oregon LLC must have at least one Member.  Members need not live in the state of Oregon or be citizens of the United States.

Managers are responsible for the day to day operation of the Oregon LLC.  Members elect or appoint Managers and have the power to remove them.  Managers may or may not be Members of the Oregon LLC.  Management for your Oregon LLC may be defined in your Articles of Organization or, more commonly, in an Operating Agreement.

The IRS does not recognize a Limited Liability Company as a classification for federal tax purposes.  Oregon LLC Members can elect for the IRS to tax the LLC as a sole proprietorship, partnership, C Corporation, or S Corporation.  This decision may be made after the Oregon LLC is created.  If a single Member Oregon LLC does not declare a tax classification it is taxed the same as a sole proprietorship.  A multiple Member Oregon LLC that does not declare a tax classification is taxed as a general partnership.  More specific federal LLC tax information can be found at the IRS web site.

An Oregon Limited Liability Company is a type of business that is authorized by the state of Oregon - not by the federal government.  In order to form a LLC in Oregon you must file Articles of Organization with the Oregon Secretary of State. The Articles of Organization must include certain specific information about your Oregon LLC.  If the Articles do not conform exactly to state of Oregon requirements they will be rejected.  You may subsequently amend the Articles of Organization for your Oregon LLC but you will have to pay a fee to the state of Oregon in order to make the changes official.

A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a business entity.  An FEIN is like a Social Security Number for your Oregon LLC.  All Oregon LLCs electing to be taxed as a C-Corporation or S-Corporation are required to have a FEIN.

If you do not elect to have your Oregon LLC taxed as a Corporation you may still need to get a FEIN if it is composed of multiple members or if you plan to have employees.

If you plan to form a Single Member Oregon LLC you may not need a separate FEIN for the LLC if you have no employees.  The sole Member of a Single Member Oregon LLC may be able to use his or her Social Security Number instead of applying for an FEIN.  You may request a FEIN for your Oregon LLC for banking or state tax purposes, but an FEIN may not be required for federal tax purposes depending on your business circumstances.

An Operating Agreement defines the rules by which your Oregon LLC will operate.  It is the core document that is referred to when issues concerning your LLC need to be resolved.  Operating Agreements may include requirements for almost anything that involves the management and operation of your Oregon LLC.  By having an Operating Agreement all Members will be provided with a clear set of rules they have agreed upon thus reducing the likelihood of disagreement in the future.

Items commonly included in an Operating Agreement for an Oregon LLC:


Although an Operating Agreement is not required in the state of Oregon, if you plan to form a multiple Member Oregon LLC it is highly advisable to have one.  Having an Operating Agreement will save you a lot of time and money should conflict arise down the line.  As your Oregon LLC grows over time, you may amend your Operating Agreement as necessary.

When your Oregon LLC has an Operating Agreement your business will be governed by your own rules and not some canned business rules created by the state of Oregon.

It's very important that you have a separate business bank account for your Oregon LLC.  Mixing personal and business funds may get you in a lot of trouble with the tax man down the line.  It's a good idea to contact the bank before you open a business bank account for your Oregon Limited Liability Company.  Specific requirements vary from bank to bank. 

In most cases you will need a FEIN, a copy of your Oregon LLC Articles of Organization, and a resolution identifying authorized signers if those names are not listed in the Articles.

Note that forming an Oregon LLC doesn't take the place of obtaining a business license, tax registration certificate, or other required business permits.  An Oregon LLC merely creates an ownership structure that limits the owner's personal liability.  You may still need to take care of getting set up to do business with your local government.

Depending on the nature of the business and the location of your Oregon LLC you may need to get one or more city business licenses or permits.  The business licenses or permits that are required for your Oregon LLC vary depending on your business activities and the specific locations within the state of Oregon in which you want to conduct business.

If your Oregon LLC will be selling products in Oregon you may be required to obtain a Reseller's Permit from the appropriate Oregon state agency.  If your Oregon LLC will be selling products in Oregon you will also be responsible for all applicable local and state of Oregon sales taxes if there are any.

The Oregon Secretary of State does not require new Oregon LLCs to file an Initial Annual Report.

Every Oregon Limited Liability Company (LLC) is required to file an Annual Business Renewal report with the Oregon Secretary of State EACH year.

The Oregon LLC Annual Business Renewal is due at the OR Secretary of State EACH year by the anniversary date on which the Oregon Secretary of State first approved the filing of the new Oregon LLC.