How to Form an LLC in Oregon

The Articles of Organization must name someone with direct knowledge

Oregon puts a live human being in the formation document. ORS 63.047 requires the Articles of Organization to give the name and address of at least one member or manager, or of an authorized representative with direct knowledge of the operations and business activities of the company, and the Corporation Division prints it as item 13 on its form. The separate lists of owners and managers at items 11 and 12 are optional, and the instructions say only that a bank often requires them.

Above the signature, item 14 carries the declaration ORS 63.004 requires: the organizer declares, under penalty of perjury, that the document does not fraudulently conceal, obscure, alter or otherwise misrepresent the identity of the person or of any member, manager, employee or agent. Registrations are public record and can be searched by individual name as well as by business name.

Under ORS 63.044, one or more individuals 18 years of age or older, or other entities, may form the company by executing and delivering the Articles, and organizers need not be members. ORS 63.047 also requires the name, the initial registered office and agent, a mailing address for notices, a manager-managed statement where that applies, each organizer, any professional service to be rendered, and the initial physical street and mailing address of the principal office. That principal office may not be a PO Box, a commercial mail receiving agency, a mail forwarding business, or a virtual office.

Filing the Articles: one fee, two channels

The processing fee is $100, the same by every method. The form's fee block reads "Required Processing Fee $100", the Business Registry Fee Schedule lists Articles of Organization at $100 for a domestic LLC with no method-dependent amount, and ORS 56.140 sets a nonrefundable fee of $100. Fees are paid in advance and are nonrefundable.

Online filings go through the Oregon Business Registry. Mail is the other channel: the Corporation Division asks filers to mail forms when online filing is not an option, and does not accept forms or payments by email, because email is not a secure form of communication.

Existence begins when the Secretary of State files the Articles under ORS 63.051, unless they specify a delayed effective date, which ORS 63.011 caps at the 90th day after filing. No formation notice has to be published in a newspaper: the only newspaper provision in ORS chapter 63 is an option open to a dissolved company that has already filed articles of dissolution.

What Oregon publishes about processing time

The Corporation Division publishes a live queue rather than a promise. Its "Where's My Form?" box gives one estimate for online Business Registry filings, new and renewal: 1 to 3 business days. Read on September 21, 2026, the same box gave a mail and fax processing date of September 10, 2026, a dated queue position rather than a standing turnaround figure.

No faster tier is for sale. The complete Business Registry Fee Schedule carries no expedite, priority or rush line for any entity type, and the only optional add-on it lists is a $5 confirmation copy.

Naming an Oregon LLC

ORS 63.094 requires the name to contain "limited liability company" or the abbreviation "L.L.C." or "LLC", and forbids "cooperative", "corporation", "incorporated", "limited partnership", "limited liability partnership" and "Ltd.", along with their abbreviations and any derivation of them. "Ltd." is prohibited in an Oregon LLC name.

The name must also be distinguishable upon the records of the Office of the Secretary of State from other LLC, corporate, cooperative, limited partnership, business trust, reserved and assumed business names of active record. A business name is distinguishable, the Division says, if it does not copy a name already on record, and a business of record with an inactive registration does not affect name availability. One route exists past a name that is not distinguishable: a certified copy of a final judgment of a court of competent jurisdiction finding a prior or concurrent right to use it. A name containing a banking term such as "bank", "loan", "savings" or "trust" needs a Request for a Certificate of Name Compliance approved by the Division of Financial Regulation.

Names are checked with the Business Name Search on the Corporation Division's Find a Business page. Reserving one costs $100 and holds it for 120 days under ORS 63.097, and the form states that a reservation does not allow an individual to conduct business under the name. An Oregon LLC needs an assumed business name only when it does business under a name other than its registered one, which the Division treats as the real and true name of the business; registering one costs $50 and it renews every two years.

Registered agent and registered office

ORS 63.111 requires an Oregon LLC to continuously maintain a registered agent and a registered office in the state. The statute itself, not only the form, restricts the address: the registered office must be located at a physical street address where process may be personally served on the registered agent, and may not be a commercial mail receiving agency, a mail forwarding business or a virtual office. A process server cannot serve an agent at a PO Box, the Division notes.

The same section lets an Oregon resident serve, or a domestic or authorized foreign LLC, corporation, professional corporation or nonprofit corporation, in each case with a business office identical to the registered office. An entity cannot designate itself as its own registered agent, the Division states, though an individual owner can be the registered agent for their business, and no third party has to be paid for the role. The individual or business named must have consented to serve. Changing the agent or the address is free and is filed under ORS 63.114. Our Oregon registered agent page has more.

When an agent resigns, ORS 63.117 ends the appointment on the 31st day after the Secretary of State files the statement, unless a successor is appointed sooner. Failing to designate a new registered agent results in administrative dissolution.

The annual report

ORS 63.787 is headed "Annual report; updates; rules", and the Corporation Division calls the same filing a renewal. The Division states that the renewal is due on the anniversary date of the original filing, which matches the statute's requirement to deliver the report by the company's anniversary. A domestic LLC pays $100 and a foreign LLC pays $275. The report includes the registered office and the agent's name there, the principal office address, the managers if the company is manager-managed or at least one member if it is member-managed, and a description of the primary business activity, all current as of 30 days before the anniversary.

The Secretary of State mails the annual report form, and the Division's renewal help page says notices are mailed approximately 45 days before the renewal due date. The duty does not depend on the notice: failure to receive the form does not relieve the company of it. Filed online, the Division says, the process is completed within minutes instead of days. Private solicitations imitate the state notice, and the Division answers that an official Oregon annual report notice always contains an image of the Oregon state seal, the words "Secretary of State Corporation Division", and the phone number 503-986-2200.

What happens when a report is missed

Nothing is charged for being late. The complete Business Registry Fee Schedule contains no late fee, penalty or delinquency line for any entity type, and neither ORS 56.140 nor ORS chapter 63 imposes one. Oregon uses administrative dissolution instead. ORS 63.647 makes failure to deliver the annual report when due a ground for the Secretary of State to begin a dissolution proceeding.

The proceeding is not automatic. ORS 63.651 requires written notice of the determination first, and gives the company 45 days after that notice to correct each ground or show that it does not exist before the Secretary of State dissolves it. A dissolved company continues to exist but may carry on only the activities necessary or appropriate to wind up and liquidate its business and to notify claimants, and its registered agent's authority is not terminated. Reinstatement is available within five years from the date of dissolution under ORS 63.654 and relates back, so the company resumes business as if the administrative dissolution had never occurred, provided the name is still available. Voluntary dissolution uses the Articles of Amendment/Dissolution at $100, covered on our Oregon LLC dissolution page.

Oregon taxes that reach an LLC

ORS 63.810 classifies an LLC for Oregon tax purposes the same way it is classified for federal income tax purposes. The Department of Revenue states that Oregon does not have a general sales or use tax, and it issues no resale number or reseller's permit; buyers who purchase goods outside the state and resell them in Oregon hand an Oregon Business Registry Resale Certificate to the out-of-state seller rather than filing it with the Department.

Income passed through to an owner meets the ORS 316.037 rates of 4.75, 6.75, 8.75 and 9.9 percent, the top rate applying above $125,000. Two elections can change that. ORS 316.043 offers a reduced schedule starting at 7 percent on the first $500,000 of qualifying pass-through income, conditioned on material participation and on employing at least one person who is not an owner, member or limited partner for at least 1,200 aggregate hours of work in Oregon. Entities taxed as partnerships or S corporations may instead elect annually to pay the pass-through entity elective tax, 9 percent on the first $250,000 of distributive proceeds and 9.9 percent above that, on Form OR-21.

The Corporate Activity Tax reaches all types of business entities. Registration is due within 30 days of realizing $750,000 of Oregon commercial activity, and a penalty of $100 per month may be assessed for failing to register, up to $1,000 per calendar year. A return is required above $1 million, due the 15th day of the fourth month after the tax year ends, and the tax is $250 plus 0.57 percent of Oregon commercial activity above that threshold.

An LLC with paid employees working in Oregon must register for a business identification number before issuing any paychecks, and employers withhold the statewide transit tax of one-tenth of 1 percent from the wages of Oregon residents and of nonresidents performing services in Oregon. Our Oregon LLC taxes page has more.

Licensing is by occupation, not by entity

Oregon does not have a general business license. Many occupations and business activities require special licenses, permits or certifications from state agencies or boards, and registering a business name with the Corporation Division is not the same as getting a license. Requirements are checked in the Business Xpress License Directory, a directory of over 1,100 licenses, permits and certifications. Cities and counties may require their own licenses.

Operating agreement and EIN

An operating agreement is not required. ORS 63.057 is permissive: the agreement, if any, may provide for the regulation and management of the company's affairs in any manner not inconsistent with law or the Articles, and may be in writing or oral. Our operating agreement guide covers what one usually contains.

An EIN comes from the IRS rather than from the state. See the EIN guide for how to apply.

Frequently asked questions

How much does it cost to file Oregon Articles of Organization?

The processing fee is $100 and does not change with the filing method. ORS 56.140(1)(d) sets a nonrefundable fee of $100 for articles of organization delivered for filing under ORS 63.051, and the Corporation Division states that all fees are paid in advance and are nonrefundable.

When is an Oregon LLC annual report due and what does it cost?

The Corporation Division states that the renewal is due on the anniversary date of the original filing, and ORS 63.787(1) requires the report by the company's anniversary. A domestic LLC pays $100 and a foreign LLC pays $275.

What happens if an Oregon LLC misses its annual report?

No late fee is published. ORS 63.647(2) makes a missed annual report a ground for administrative dissolution, and ORS 63.651 requires the Secretary of State to give written notice first and allow 45 days after that notice to correct the ground before dissolving the company.

Can an Oregon LLC be its own registered agent?

No. The Corporation Division states that an entity cannot designate itself as its own registered agent, but an individual owner can be the registered agent for their business, and that no third party has to be paid for the role.

Does Oregon offer expedited LLC filing?

The Corporation Division publishes no expedite, priority or rush option for business registry filings. Its fee schedule lists a $5.00 optional confirmation copy as the only add-on, and its published estimate for online Business Registry filings is 1 to 3 business days.

Can an Oregon LLC name contain Ltd.?

No. ORS 63.094(2) forbids an LLC name from containing cooperative, corporation, corp., incorporated, Inc., limited partnership, L.P., LP, Ltd., limited liability partnership, L.L.P. or LLP, or any derivation of them.