Starting an Oregon L.L.C.
An Oregon LLC is a formal structure that protects your home, car, and bank account in case your business is sued.
An L.L.C. can be used to run a business or hold assets like real estate, cars, boats, or planes.
A. Oregon L.L.C. Name
Before you file the paperwork to make your Oregon L.L.C., you need to make sure the name you want is available.
Your Oregon L.L.C.’s business name must be “distinguishable upon the records” of the Secretary of State. This means that your L.L.C.’s name can’t be the same as any other business name in Oregon.
Oregon L.L.C. Name Search:
Search the Database of the Oregon Business Registry
L.L.C. Designator: Oregon law (ORS 63.094) says that the end of your L.L.C. must have the right designator. The following are examples of acceptable identifiers:
* L.L.C.
* L.L.C.
* Limited Liability Company, Company
Tip: “L.L.C.” is the most popular designation to use if you’re not sure which one to use.
Your Oregon L.L.C. name can’t include a word that makes it sound like a different kind of legal organization. For example, you can’t use the words Corporation, Corp, Inc, Incorporated, Limited Partnership, L.P., L.P., or Trust in the name of your L.L.C.
B. Oregon Registered Agent
Oregon Registered Agent is a person or company that agrees to receive notices, legal mail, and court papers (called “Service of Process”) if your L.L.C. is sued or involved in a court case.
Your Oregon L.L.C. needs to have a Registered Agent in order to stay in good standing with the Secretary of State.
If you don’t have a Registered Agent, the Oregon Secretary of State can take away your L.L.C. automatically. If this happens, your Oregon L.L.C. will no longer be able to do business in Oregon.
The Registered Agent for your Oregon L.L.C. needs to have a street address in Oregon where notices and other papers can be sent. You can’t have a P.O. Box or rent a private mailbox from a place like The U.P.S. Store.
The Registered Agent for your Oregon L.L.C. should keep regular office hours and be available from 9 am – 5 pm, Monday – Friday, in case a legal document needs to be delivered.
Who can be the Registered Agent for your Oregon L.L.C.?
- You can act as your own agent.
- Your Registered Agent can be a friend or family member.
- You can enga a Registered Agent Service, which is the third choice. You can choose this choice if you don’t have an address in the state or if you’d rather have a company do this job.
Note: If you want a person to be your Registered Agent, that person must live in Oregon, be at least 18 years old, and be available most of the time during work hours.
- The articles of incorporation for Oregon
You must file the Oregon Articles of Organisation with the Secretary of State to start an L.L.C. in Oregon.
Oregon has a one-time filing fee of $100 for an L.L.C.
Visit L.L.C. Cost in Oregon to learn more about L.L.C. fees.
Oregon L.L.C. approval times:
* If you file online, your L.L.C. will be approved in two to three working days.
* If you file by mail, your L.L.C. will be accepted in 4 to 6 weeks (plus time for the mail).
Due to the current state of the world and government delays, it may take longer to file. Please look at how long it takes to get an Oregon L.L.C.
File your Oregon L.L.C. online (this is the best way to do it): Use our step-by-step guide or click here to log in.
Mail in your Oregon L.L.C.:This method also has step-by-step directions. Get the form for the Articles of Organisation (PDF).
What your Oregon L.L.C. approval will look like Your L.L.C.’s Registration Number will be on an Acknowledgment Letter that the state will send to you by mail or email. Then you can get your Articles of Organisation from the Oregon Registry. They will be stamped and accepted.
D. Oregon L.L.C. Operating Agreement
In an Oregon L.L.C. Operating Agreement, the rules for how the members of the L.L.C. work together are written down. This includes but is not limited to each member’s rights and responsibilities, how earnings and losses are split, and how taxes are paid.
In the L.L.C. Operating Agreement, you will list all the members (owners) of your Oregon L.L.C. and how much of the L.L.C. each person owns. Even if you are the only owner of the Oregon LLC (“Single-member L.L.C.”), you should still have an Operating Agreement.
Your Oregon L.L.C.’s Operating Agreement is an “internal document.” It doesn’t need to be sent to the Oregon LLC, the I.R.S., or any other state or government body. Just keep a copy of the other business records for your L.L.C.
If you end up in court, having an Operating Agreement for your Oregon L.L.C. shows that your business is being run correctly. This keeps your personal belongings safe and secure.
E. Federal Tax ID Number (E.I.N.)
After starting an L.L.C. in Oregon, you should ask for an Oregon E.I.N. Number for your business. A Federal Tax ID Number is like a “social security number” for your Oregon LLC. Mostly, for tax reasons, the I.R.S. will use this number to identify your L.L.C.
Different names: A Federal Tax ID Number is also called:
* EIN
* FEIN stands for Federal Employer Identification Number
* Federal Tax Number, Employer Identification Number
* Federal Tax Number.
Setting up a bank account for an L.L.C.:Before you can open an account, you will need to give the bank the Federal Tax ID Number for your L.L.C.
A Federal Tax ID Number may also be needed to apply for certain licenses and permits for your business or to do business with other companies.
Wait until your L.L.C. is accepted: Apply for a Federal Tax ID Number only after your L.L.C. has been approved by the Oregon Secretary of State. This will keep it from being connected to an L.L.C. that doesn’t exist (in case the Secretary of State rejects your application).
Free ($0): In spite of what some sites might say, it’s free to ask the I.R.S. for a Federal Tax ID Number. It takes less than 15 minutes to do it online.
How to use it: The I.R.S. gives out Federal Tax ID Numbers in one of three ways:
- Fill out an onlineapplication (suggested if you have an SSN or ITIN).
- Form SS-4 for mail
- Fax Form SS-4
We suggest that you apply online because it takes less time to get approved.
It takes four work days if you file by fax. If you file by mail, it takes 4-6 weeks, plus the time it takes to get there.
Form SS-4: Get it here from the I.R.S. This is only needed if you mail or fax in your application.
The Internal Revenue Service’s mailing address is Attn: E.I.N. Operation, Cincinnati, OH 45999.
The fax number is 855-641-6935.
Do not get an SSN? (Non-US Citizens): You can still get an E.I.N. from the I.R.S. even if you don’t have a U.S. social security number or an ITIN. You just can’t fill out the online form. Instead, you should fill out Form SS-4 and mail or fax it to the I.R.S. We suggest sending it by fax because it takes less time to get approved.
Tip: Where it says “SSN” on line 7b, write “Foreign” instead.
- Oregon L.L.C. Annual Report
Every year, all Oregon L.L.C.s, no matter how much money they make or what they do, have to file an Oregon L.L.C. Annual Report. Your Oregon L.L.C. needs to file an Annual Report every year to stay in good shape with the state.
Oregon’s annual report fee for L.L.C.s is $100, which is paid once a year.
Date due: Oregon L.L.C.s have to turn in their Annual Report every year by the date of their anniversary. If your L.L.C. was accepted on October 20, 2023, for example, your Annual Report will be due every year on October 20.
How to submit: Even though you can mail in your Annual Report, the state would rather have it made online.
Fee for entries that are late: If you don’t file your L.L.C.’s Annual Report within 45 days of when it was due, the Oregon Secretary of State will cancel your L.L.C.
G. Licences or permits for running a business
Check to see if your new business needs an Oregon Business Licence to run.
The state of Oregon does not give out general business licenses. Depending on where your Oregon L.L.C. is and what it does for a living, you may need to get business licenses and permits.
Business Xpress is a one-stop shop in Oregon. You can use their Licence Search Directory to find out what licenses and permits your L.L.C. needs for business.
You should also get in touch with your county, city, or town to find out if they have any license or permit rules.
Need to save some time? If you’d rather not make phone calls and study to find out what business licenses and permits your Oregon L.L.C. needs, IncFile is a good choice.
H. State Taxes in Oregon
Oregon L.L.C. Taxes are different for every small business, but we can give you a general idea of what you need to do.
Federal: L.L.C.s are called “pass-through entities” by default. This means that the I.R.S. does not get a separate tax report from your Oregon L.L.C. Instead, profits “pass through” to your personal tax return and are generally listed on a Schedule C, which is part of your personal US 1040 return.
Oregon has four income tax brackets, with rates running from 5% to 9.9%. If you live in Oregon, you must include the income and losses of your L.L.C. on your state income tax return. This will be written on your OR-40, OR-40P, or OR-40N form.
Oregon Oregon is one of only a few states that doesn’t have a sales tax.
Local taxes: Depending on where your L.L.C. is located (city or county), you may need to file a local report.
Oregon also has other taxes on this list.
Recommendation: It can be hard and take a long time to figure out your federal, state, and local taxes. If you do something wrong, it could hurt your Oregon LLC Because of this; we think you should talk to a few lawyers after your Oregon L.L.C. is set up. Check out our tips on how to find an accountant, or use Thumbtack or Yelp to look for one.
I. Bank Account for Oregon L.L.C.
Your Oregon LLC can now have its own bank account. Just make sure that your filing has been accepted by the state and that you have an E.I.N. from the I.R.S.
Why you need a separate bank account for your Oregon L.L.C.:
* Accounting and tracking will be easier.
* Keeps your personal assets separate from your L.L.C.’s assets, which protects you from personal responsibility.
To open a bank account for your L.L.C., you’ll need the following:
Federal Tax ID Number (E.I.N.) Two legal forms of I.D. (driver’s license, passport, etc.)
Note: Banks may need more documents, such as the Operating Agreement for your L.L.C., so you should call ahead of time to find out what papers they need.
Also, you should know the following:
Signers: All Members who want to be able to sign checks on the Oregon LLC bank account must be present when the account is opened.
Maintenance fees: Some banks have maintenance fees that they charge every month. Some banks do not. We suggest that you call a few banks in your area to find the one with the best rates.
D.B.A.: Sometimes, a bank employee may ask you for the D.B.A. or fictitious name of your L.L.C. A DBA is not needed for your L.L.C. to open a bank account. Your Oregon LLC name will be used to open the bank account.
When you open the account, the bank will give you a debit card.
You can also get a credit card for your business to earn points, miles, and other benefits.
J. Business Phone Number
You can buy a cheap “virtual business number” for your Oregon LLC instead of using your home phone number or your cell phone. This virtual business phone can be set up to forward to your cell phone, use voice prompts, or be set up in any way you want.
We suggest that you use Phone.com because they have the best customer service and the cheapest plans.
They have both local phone numbers and 1-800 lines that are free to call. You can easily put up call forwarding, pre-recorded prompts, and email delivery of voicemail notes.
Getting a different business phone number for your Oregon L.L.C. is also a good idea if you don’t want “public record” websites to be able to see your real phone number.
Oregon State Agencies
Call 503-986-2200 to reach the Oregon Secretary of State(Corporation Division).Monday – Friday, from 8 am – 5 pm
http://sos.oregon.gov/Pages/contactus.aspx#corporation
Oregon Department of Revenue 503-378-4988
Monday-Friday, from 7:45 am-5:00 pm
Note: Phone lines are closed from 9 am to 11 am every Thursday
