How To Form an LLC In Oregon
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1. Choose a Name for Your Oregon Limited Liability Company
Check for an Available Name for the LLC in Oregon: You need to choose a name for your LLC before you file Articles of Organization in Oregon. The name that you choose for your LLC cannot be in use by another LLC in Oregon. You should do an extensive search of online databases and other official records to make sure that the name that you have chosen is available in Oregon. A great place to start searching is the business entity database on the official website of the Oregon Secretary of State at Oregon LLC.
Reserve a Name for Your Oregon LLC: Though you can reserve a name for your LLC before you file Articles of Organization in Oregon, you probably do not need to unless it will be a long time before you can file Articles of Organization. The name that you submit for your LLC will be reserved for 120 days. You should expect to pay a filing fee of $100.00 for the application.
Filing for Trademarks Protection and Doing an LLC Name Search: If the name that you would like to use for your LLC is in use by an LLC in another state, there may be restrictions that affect your use of the name, even if the name is available in Oregon. You can consult an attorney to learn more about how these restrictions may affect you and how you can take steps to trademark the name. For more information about choosing an LLC name go to how to choose a name for your llc__.
Oregon LLC Name Requirements: When choosing a name for your LLC, remember that the name must include the designation "LLC," “L.L.C.,” or "Limited Liability Company." Please keep in mind that “LLC” can only stand for “Limited Liability Company,” not “LLC Corporation, “Limited Liability Corporation,” or anything else that suggests that your company is a corporation. LLCs are organized and managed differently than corporations and should not be confused with corporations.
2. Find a Registered Agent in Oregon
You need to choose a registered agent who will act as an agent for service of process, receiving all tax forms, legal documents, and other official notices for your Oregon LLC. You may want to check out one of the various corporate services companies that offer registered agent services, generally for a fee of around $75.00 to $150.00.
3. File Articles of Organization with the Oregon Secretary of State
Minimum Requirements for the Articles of Organization: The Articles of Organization that you file for your Oregon LLC will need to contain the name of your LLC, the name and address of your registered agent, and the name and address of each organizer. You will also need to indicate whether the LLC will be managed by a manager or by the members. The Articles of Organization will need be signed by each organizer. You can download a form for this document or apply online at Oregon LLC.
Other Oregon Legal Provisions: You might want to include additional provisions in your Articles of Organization. Consult a lawyer to determine which additional provisions are most important and beneficial for your company.
Where to Submit the Articles of Organization for Filing: You will need to send your signed Articles of Organization to the Secretary of State, Corporation Division, 255 Capitol St. NE, Suite 151, Salem, OR 97310-1327.
Filing Fee: The fee to file Articles of Organization in Oregon is $100.00.
4. Form an Oregon Limited Liability Company Agreement (Operating Agreement)
Once you form an Oregon LLC by filing Articles of Organization, you will next create an LLC Agreement that will govern your LLC and actions of the members of the LLC. The details of your LLC Agreement can be specific to the needs of your company. One of the first factors that you should consider when creating an LLC Agreement is purpose of your LLC. LLCs can be formed for a wide array of purposes, from manufacturing and marketing products to acquiring and holding real estate to running a construction company or restaurant. The purpose of your LLC will affect what items you include of your LLC Agreement. You should also consider factors such as the scope of your company, how many initial members the LLC will have, what the organization of the members will be, what the initial and additional capital investments will be, how money will be distributed among the members, what kinds of transfers are permitted, and what will happen if you eventually decide to sell the company or incorporate. LLC Agreements can be very complex. It is best to seek professional assistance from a lawyer and an accountant so that you can create an LLC Agreement that complies with all state requirements and federal tax laws.
Once you create your LLC Agreement, you should prepare to make securities filings for your LLC, obtain an EIN from the IRS, and obtain a business license in the city where you will be doing business. You may want to check out one of the various corporate services companies that can help you make these kinds of filings for a fee. For information on how to get a business license in your city go to our online guide at http://www.cityapplications.com/business-licenses.html.
5. Qualify Your Oregon LLC to Do Business in Other States
In most states you need to qualify or register your LLC before you can do business there. You need to qualify your LLC before you can do business in your home state if the main office of the company is located in another state. Most states will require you to pay taxes in your home state when you do business in other states. For information on how to qualify your LLC to do business in other states go to [Qualifying to Do Business in Other States].
6. Make Annual Filings and Pay Annual Taxes in Oregon
The state of Oregon requires that all LLCs file an annual report. You can find a link to apply online at Oregon LLC. You will also be required to file a tax report and pay taxes every year. For information about the taxes that will apply to your LLC go to the official website of the Oregon Department of Revenue at Oregon LLC.
You will face many complex decisions when you are in the process of forming an LLC in Oregon. It is best to seek professional assistance from an accountant and an attorney so that you can feel more confident that an LLC is right for you and that all your paperwork is being processed correctly.
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This site is for informational purposes only and does not constitute legal, financial or tax advise. The information on this site should not be relied upon as an official source of information and should be independently verified.