If you are considering forming an LLC (Limited Liability Company) in Oregon, it helps to be aware of Oregon’s requirements. This can help you decide if Oregon is the right home state for your LLC and simplify the formation process.
Naming your Oregon LLC
Your LLC’s name must use English letters written in the alphabet and may include Arabic and Roman numerals and incidental punctuation. The name must contain one of the following: "Limited Liability Company," "LLC" or "L.L.C." The name must be distinguishable from the name of any other limited liability company, corporation, professional corporation, nonprofit corporation, cooperative, limited partnership, business trust; it also must be distinguishable from any reserved name, registered corporate name or assumed business name. And, your LLC’s name can’t include any of these words: contain the word or abbreviation “cooperative,” “corporation,” “corp.,” “incorporated,” “Inc.,” “limited partnership,” “L.P.,” “LP,” “Ltd.,” “limited liability partnership,” “L.L.P.” or “LLP”.
The following are Oregon’s requirements for the members and managers of LLCs:
- Minimum number. The LLC must have at least one member.
- Residence requirements. Oregon does not have a provision specifying where members or managers must reside.
- Age requirements. Oregon does not have age requirements for LLC members. However, an organizer must be at least 18 years of age.
- Inclusion in the Articles of Organization. The names and addresses of members and managers are not required to be listed in the Articles of Organization. However, this information can be provided if the organizers desire to do so.
Requirements for the Articles of Organization
You form an Oregon LLC by filing Articles of Organization and paying the required fee. Oregon permits electronic filing of the Articles but does not require it. The following information is required in the Articles:
- The name of the LLC
- The LLC's duration (perpetual, or otherwise)
- The registered agent’s name and address
- The address where the secretary of state will mail notices (This is usually the registered agent’s address.)
- The name and addresses of the LLC’s organizers
- Whether the LLC will be manager-managed or member-managed
- For a Professional LLC, the professional services that will be rendered
- Optional Statements: An election to be a Benefit Company; the Names and Addresses of the Members and/or Managers
Every Oregon LLC must appoint, and continually maintain, a registered agent in the state of Oregon. The registered agent’s name and address must be provided in the Articles of Organization. The address must be a physical address in Oregon; a post office box is not acceptable. Plus, your agent must be available during normal business hours to accept Service of Process and other important legal and tax documents for the business.
Professional services businesses
Although there is no separate Professional Limited Liability Company (PLLLC) statute, Oregon does allow professionals, such as accountants, attorneys, and physicians, to form a limited liability company.