Forming an Oregon limited liability company
Starting your very own LLC is a snap with our easy, downloadable, do-it-yourself guide to creating a limited liability company in Oregon. This kit includes these instructions below (along with sample documents), an article on using the LLC structure and its pros and cons, directions on how to get an EIN for your new business, and operating agreement templates. You can get all this for just $34.95 at the button below.
If you just need a little help getting the paperwork filed with the state of Oregon, you can just follow these instructions, provided totally free:
1. Check if the LLC name you want is available
Your first step in setting up an LLC is to check if the name you want to use is even available. To do this, you can use the Oregon Secretary of State’s Corporation Division search form at:
http://egov.sos.state.or.us/br/pkg_web_name_srch_inq.login
By entering the name you want to use in the search form, you’ll be able to see if there’s another business already using the name that you want. You can’t use a name, by the way, that’s the same or deceptively similar to another existing LLC’s name.
2. Download the Articles of Organization form from the Oregon Secretary of State’s web site
The URL, or web page address, for this form is as shown below. You may fill-in this document on-line prior to printing.
http://www.filinginoregon.com/pages/forms/business/llc_articles.htm
You may also file online at:
https://secure.sos.state.or.us/ABNWeb/
Click on “Sign Up Now”.
The Secretary of State’s Office processes printed/mailed documents in about 2 weeks. On-line documents are processed in 1 to 2 days.
3. Identify the name you want to use for your new LLC
Enter your business or investment name into box labeled, “Name.” As this box’s label indicates, the name must include one of the phrases or acronyms, “Limited Liability Company,” “LLC,” or “L.L.C.” For example, all of the following names should be acceptable:
- Acme Explosives Limited Liability Company
- Acme Explosives LLC
- Acme Explosives L.L.C.
4. Specify LLC duration
Use the Duration box to specify whether the LLC you are forming will end on a specific date or if it will be ongoing (i.e. perpetual).
5. Identify the registered agent
Oregon wants to know the name and contact information for a real person within the state that the state can contact if it has questions or concerns about an LLC’s operation. You can pay someone else to be this registered agent, but it’s really easiest and cheapest to just be your own registered agent.
Accordingly, enter your name and address information into boxes labeled “Name and Address of Oregon State Registered Agent.” Then sign on the line labeled “Signature of Agent.”
6. Give the LLC’s mailing address
In this area, enter the mailing address of the LLC.
7. Identify the people forming the LLC
Oregon also wants to know the names and contact information for the person or people organizing the LLC. To provide this information, enter the names and addresses of the organizer or organizers into the boxes labeled, “Names Addresses of Each Person Existing This Certificate.”
8. Indicate how your LLC will be managed
LLCs can be managed either by their members (owners), or they can be managed by a non-member (manager). To indicate how your LLC will be managed, mark the appropriate checkbox in box labeled “How Will This Limited Liability Company Be Managed?”
Note: If you have multiple members or managers, you’ll absolutely want to have an attorney draft an operating agreement. This operating agreement should describe who the manager is or who the managers are if you’re setting up a manager-managed LLC. If you’re a single member LLC, you should also have an operating agreement because having an operating agreement and honoring its terms improves your liability protection.
9. List professional services rendered (if applicable)
Briefly list any professional service(s) the LLC will render.
10. Indicate if this LLC elects to indemnify its members, managers, employees and agents (optional)
Oregon will allow LLCs to indemnify its members, managers, employees and agents. This means the LLC will legally/financially cover actions of these people in regard to them representing the LLC.
11. List members and/or managers names and addresses (optional)
You are given the option to list names of members and/or managers. This information will be available to the public.
12. Signature
The form must be signed by you and any other parties deemed an organizer of the LLC.
13. Provide a name and phone number to the Secretary of State’s office
At the bottom of the application form, you can see a place to enter your name and telephone number. The box you enter your name in is labeled, “Contact Name.” Should the state having any questions when reviewing this form, this is the person they will contact.
14. Mail in the application
After you complete the Articles of Organization, mail the completed form and a check for $100 to:
Secretary of State
Corporation Division
255 Capitol Street, NE, Suite 151
Salem, OR 97310-1327
Processing lead times vary, but in general, it takes several weeks to get your LLC certificate back from the Secretary of State’s office.
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