In order to register as a Foreign LLC in the state of Oregon, you must first prove that you are registered in another state as a Domestic LLC.  You prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the state in which you are registered as a Domestic LLC.  Cost of a Good Standing Certificate for your Domestic LLC varies from state to state.



If the date on your Good Standing Certificate is older than then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a Oregon Foreign LLC.

You can use the same name in Oregon that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.  Your Oregon Foreign 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 Foreign LLC name that you choose must be distinguishable from the name of any other registered Oregon LLC or other business entity and the name must also be different from any reserved names on record with the state of Oregon.  Your Oregon Foreign LLC name must not imply that it was formed for a purpose other than that stated in the Articles of Organization for your Domestic LLC and your Oregon Foreign LLC name must not be a name that is likely to mislead the public.

The name of an Oregon Foreign LLC must include the word "Limited Liability Company" or or the abbreviation "LLC" or "L.L.C.".

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

In order to Qualify as a Foreign LLC in Oregon you must file Registration Documents with the Oregon Secretary of State.  In Oregon the registration documents are named "Application for Authority to Transact Business".

The registration documents must include certain specific information about your Oregon business.  If the LLC Registration Documents do not conform exactly to state of Oregon Foreign LLC requirements they will be rejected. 

If you need to change any of the information on your registration documents after your Oregon Foreign LLC has been approved, you may amend the registration documents for your Oregon Foreign LLC but you will have to pay a fee to the state of Oregon in order to make the changes official.

The Oregon Corporate Income Tax Rate is 6.6%.  You may choose that your Oregon Foreign LLC is to be taxed as a C Corporation or S Corporation. 

A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Corporations. 

You may choose to have your Oregon Foreign LLC taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Oregon Corporate Income Tax.

Oregon Corporations are subject to either the Oregon Corporate Excise Tax or the Oregon Corporate Income Tax.  Oregon Corporations doing business in Oregon must pay the Oregon Corporate Excise Tax.  Oregon Corporations not doing business in Oregon but having income from an Oregon source must pay the Oregon Corporate Income Tax.  Although most Oregon Corporations are subject to the Oregon Corporate Excise Tax, the two types of taxes will often be referred together as "Oregon Corporate Income Tax".

If you form a Single Member Oregon Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member Oregon Foreign LLC will be taxed as a Sole Proprietorship.  If you form a Multiple Member Oregon Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member Oregon Foreign LLC will be taxed as a Partnership.

Note that forming an Oregon Foreign LLC doesn't take the place of obtaining a local business license, tax registration certificate, or other required business permits.  An Oregon Foreign LLC merely creates an ownership structure that limits the owners' 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 Foreign LLC within Oregon you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Oregon Foreign 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 Foreign 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 Foreign 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 Annual Report includes basic information about your Oregon Foreign LLC including information on your business location as well as the names of the Officers and Directors.

Failure to submit a properly completed Oregon Annual Report to the Oregon Secretary of State on or before the due date may subject the Oregon Foreign LLC to being administratively dissolved in the state of Oregon or having its authority to transact business in the state of Oregon revoked by the Oregon Secretary of State.

Penalties may accrue if you fail to file any Oregon Foreign LLC Annual Report to the Oregon Secretary of State by the due date.

Foreign LLCs that either do business in the state of Oregon or that derive income from sources within the state of Oregon are subject to Oregon and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Oregon, you must allocate the amount of income derived from the state of Oregon in order to determine your Oregon state taxes.