Form an Oregon LLC

Forming an Oregon LLC is easy with the LLC formation experts at LawInc. We allow you to simply form your Oregon (OR) Limited Liability Company online or over the phone (800-989-5294).

Oregon LLC formation is simple with LawInc.com. Once you submit your application, we check name availability, prepare your Articles of Organization and file your paperwork with the Oregon Secretary of State. As soon as your Oregon LLC is formed, we forward you your final paperwork.

An Oregon LLC can help protect your personal assets, such as your home, car or family savings. In the event of a lawsuit or if your business should fail, your personal assets cannot be touched, assuming you have properly formed, capitalized and maintained your LLC. This limited liability feature of an Oregon LLCs is not available in a sole proprietorship or general partnership, where the business owners are personally liable for all business debts.

Let LawInc walk you through the Oregon Limited Liability Company formation process. Our clear, concise and easy to use website, helps keep things simple.

Oregon LLC Name

The first step in forming an Oregon Limited Liability Company (LLC) is selecting the business name. Oregon LLC names:

• Must contain the words “Limited Liability Company” or the abbreviation “L.L.C.” or “LLC”, or the combination “Ltd. Liability Co.” or “Ltd. Liability Company.”

An available Oregon LLC name may be reserved for 120 days.

LawInc.com permits you to choose up to three names and will conduct a name search for your Oregon LLC, prior to filing.

Oregon LLC Formation

Oregon LLC Filing Procedure: When forming an Oregon LLC, the Oregon Articles of Organization must be filed with the Oregon Secretary of State. The Oregon Articles of Organization must state:

• The Oregon LLC name.
• Name and address of each Oregon LLC organizer.
• Street address of Oregon registered agent.
• Street address of principle place of business.

Oregon LLC Organizers: An Oregon limited liability company can be formed by one (1) or more organizers.

Oregon LLC Members: Oregon LLCs require 1 or more members. There is no residence or age requirement. Oregon LLC members are not required to be listed in the Articles of Organization.

Oregon LLC Duration: The period of duration of a limited liability company shall be perpetual unless the Oregon Articles of Organization place a limitation on the company’s existence or until dissolution or termination.

Oregon LLC Purpose: A limited liability company may be formed to conduct or promote any lawful business or purpose for which a partnership, corporation or professional corporation may be organized, unless a limited purpose or activity is set forth in the Articles of Organization.

Oregon Registered Agent: An Oregon LLC must maintain a registered agent and office to receive service of process in Oregon. The Oregon registered agent should be available, at an Oregon physical address, during normal business hours to accept important legal and tax documents on behalf of the Oregon LLC. The registered agent can either be (1) a domestic entity or a foreign entity that is registered to do business in Oregon or (2) an individual resident of the state. An Oregon LLC may not act as its own agent.

Oregon LLC Operating Agreement: After filing, it is highly advised that an operating agreement is drafted which dictates the LLC internal affairs and management. There is no set criteria, but an Oregon LLC operating agreement should reference how the Oregon LLC is managed, allocation of profits and losses and member capital contributions. The Oregon LLC operating agreement does not need to be filed.

Oregon LLC Post-Filing Requirements

Oregon LLC Annual Report: Oregon LLCs are required to file Annual Reports on the anniversary date of formation.

Oregon LLC Taxes

Oregon State Income Tax: The LLC tax rate for Oregon is variable, depending on Oregon taxable net income.

Federal Income Tax: An advantage of the LLC is its tax flexibility. LLC members are allowed to select how the entity will be taxed. An LLC may be classified for federal income tax purposes as either a:

• Sole proprietorship
• Partnership, or
• Corporation.

Single member LLCs are treated the same as sole proprietorships. Profits are reported on Schedule C as part of your individual 1040 tax return. Self-employment taxes on Oregon LLC net income must be paid just as you would with any self-employment business.

Most Oregon multi-member LLCs elect to be treated as partnerships by the IRS and file IRS Form 1065. On this form, Oregon LLC profits are reported and allocated to each of the owners according to the Oregon LLC’s operating agreement. Each owner is given a Schedule K-1, which shows each owner’s share of LLC income or loss. The owner then reports and pays taxes on this income on the owner’s annual 1040 income tax return. It is important to note that as with sole proprietorships, all Oregon LLC profits are taxed to the owners, even if they are not actually distributed by the LLC. This situation can arise when the LLC needs to use its profits to pay ongoing expenses.

If pass-through taxation is not desired, an LLC may elect to be taxed as a corporation by completing IRS Form 8832. If this election is made, the LLC is taxed as a C corporation by the federal government. Because the corporate income tax rates for the first $75,000 of corporate taxable income are lower than the individual income tax rates that apply to the taxable income of non-corporate taxpayers, it is possible a net income tax savings can result from this tax election. Additionally, an LLC can be taxed like an S corporation by filing IRS Form 2553.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. An EIN is typically required if the Oregon LLC has more than one owner or any employees.

Oregon LLC Dissolution/Cancellation

Oregon LLC Dissolution/Cancellation: In order to dissolve or cancel an Oregon LLC, the members or managers must file Articles of Amendment/Dissolution with the Oregon Secretary of State.

Acts Triggering Oregon LLC Dissolution: An Oregon LLC can be dissolved upon the happening of one of the following:

• At a time specified in the Articles of Organization or operating agreement;
• Upon occurrence of events specified in the Articles of Organization or operating agreement;
• Consent by the specific number or percentage of members indicated in the operating agreement;
• At any time there are no members; or
• Judicial decree to dissolve by a Court.