What are the requirements for Oregon LLCs?

‍Oregon requires specific steps under the state law (ORS Chapter 63) to create a valid LLC. You'll need a compliant name with proper designators, a registered agent with a physical Oregon address, and properly filed Articles of Organization containing required information.

Missing any requirement triggers rejected filings and potential administrative dissolution within 45 days of your anniversary date. Oregon enforces compliance strictly—your LLC becomes "inactive" if you skip annual reports, making your business name available for others to claim.

1. Name requirements

Your Oregon LLC name must include "Limited Liability Company," "LLC," or "L.L.C." as mandated by state law. Oregon rejects Articles of Organization without these legal identifiers, so verify proper designation before filing.

The name must be "distinguishable" from all active businesses in Oregon's registry. Search the Secretary of State's online business registry before filing, as the database updates in real time and similarity checks extend beyond exact matches.

Restricted terms require additional documentation. This includes:

• Financial terms like "bank," "insurance," or "trust"
• Professional designations like "attorney," "engineer," or "architect"
• Educational terms like "university" or "college"
• Names implying government affiliation face review for public deception

Reserve an available name for 120 days by filing a Name Reservation Application for $100 (mail or in-person only). Processing takes 1-2 weeks, and you can reapply for reservations after expiration.

2. Registered agent requirements

Every Oregon LLC must continuously maintain a registered agent under state law. This isn't optional—it's a legal mandate that keeps your business compliant from formation through dissolution.

Qualification criteria:

• Oregon resident (18+) or business entity authorized to conduct business in Oregon
• Physical Oregon street address where they can receive documents during business hours (no P.O. boxes, Commercial Mail Receiving Agencies, or Private Mailboxes accepted)
• Available during normal business hours to accept service of process and official correspondence
• Written consent to serve as your registered agent

You can serve as your own registered agent, appoint a co-founder, or hire a professional registered agent service. The DIY approach saves money but puts your personal address in public records and requires someone to be consistently available during business hours. Professional services maintain privacy and guarantee availability, which many business owners prefer.

3. Articles of Organization requirements

Oregon's Articles of Organization legally establish your LLC, as specified by state statutes. The Secretary of State rejects incomplete filings, so include all required information accurately. Required information includes the following:

• LLC name exactly as verified for availability
• Principal office physical address and mailing address (if different)
• Registered agent name and Oregon street address
• Management structure (member-managed or manager-managed)
• Names and addresses of all organizers
• Name and address of at least one member, manager, or authorized representative
• Duration (perpetual or specific dissolution date)
• Nature of business if offering licensed professional services

File online for $100 with same-day to one business day processing, by mail for $100 with 6-8 week processing, or in person for $100 with same-day processing. Online filing provides the fastest turnaround for most business owners.

4. Operating Agreement requirements

Oregon doesn't require Operating Agreements by law, but this creates unnecessary risks for LLC owners. Without written agreements, your company defaults to state statutory rules that rarely match actual business operations.

Your operating agreement should cover the following essentials:

• Capital contributions and ownership percentages
• Management responsibilities and voting rights
• Profit distributions and loss allocation
• Member admission and removal procedures
• Dispute resolution mechanisms

Single-member LLCs need Operating Agreements to protect against "piercing the corporate veil" by demonstrating separate business operations. Multi-member LLCs face greater risks without clear governance documents that prevent costly court battles.

Operating Agreements provide specific legal protections by overriding default state laws, clarifying management responsibilities, and establishing procedures for business changes. Since you don't file the agreement with the state, you maintain complete privacy while retaining the flexibility to modify terms as your business evolves.

5. Initial and ongoing compliance requirements

Oregon imposes immediate and continuing obligations after Articles of Organization approval, each with specific deadlines and enforcement mechanisms.

Immediate requirements:

• Obtain an EIN from the IRS for banking and liability protection
• Register with the Oregon Department of Revenue for tax obligations
• Set up a business bank account using approved Articles and EIN
• Secure industry-specific licensing from relevant agencies
• Register for Corporate Activity Tax if gross receipts exceed $1 million

Ongoing requirements:

• File annual reports by anniversary month each year ($100 fee)
• Maintain current registered agent information
• Keep proper corporate records and documentation
• Renew professional licenses as required
• File required state tax returns

Oregon's annual report deadline is strictly enforced—you have 45 days after your anniversary date before facing "inactive" status and potential administrative dissolution.

Consequences of non-compliance

Oregon enforces LLC requirements through escalating penalties that can quickly destroy your business:

• Loss of good standing: Missing annual reports triggers "inactive" status within 45 days
• Administrative dissolution: Limits legal authority and suspends good standing
• Personal liability exposure: Courts may pierce the corporate veil for dissolved LLCs
• Default judgments: Invalid registered agent information allows lawsuits to proceed without notice
• Name availability loss: Other entities can claim your business name during inactive periods
• Tax penalties: Corporate Activity Tax violations compound quickly with substantial financial risks

Let Discern handle your Oregon LLC compliance

Discern automates annual report filing, provides professional registered agent services, and tracks compliance deadlines to prevent dissolution and penalties.

Ready to eliminate compliance uncertainty? Book a demo with Discern today and discover how we handle Oregon formation and ongoing requirements across all jurisdictions where you operate.