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You’ve probably heard of corporations and limited liability partnerships, but what about LLCs? Limited Liability Companies (LLCs) are a popular choice for businesses because they offer the same protection as corporations but with fewer requirements and regulatory obligations. To form an LLC in Oregon, you’ll need to file Certificate of Organization (Form 23-101), publish a notice in the newspaper (either The Oregonian or a local weekly), get an Employer Identification Number (EIN), appoint a registered agent, create an operating agreement, and more. This article will walk you through every step of forming your own company so that you can be on your way to owning your own business!
When you form your LLC, you must choose a business name. Your choice of name will be listed on all official documents, such as tax returns, licenses, and permits. It’s important to choose a name that:
The first step in forming an LLC is to file the Articles of Organization (Form LLC-1), which is available on the OR SOS website. You can also find instructions for filing this form on the same page as well, but note that you must be over 18 years old and a resident or citizen of Oregon to do so. The form takes only five minutes to complete.
Once you’ve completed your LLC-1 form, it’s ready for submission! There are two ways you can file it:
Oregon Secretary of State Business Services Division
PO Box 14700
Salem, OR 97309-0700
Oregon law requires that you publish a notice in a newspaper. You must publish the notice in a newspaper of general circulation in the county where your business will be located. This means that if you are creating an LLC in Portland, Oregon, then you should publish your notice in The Oregonian or The Portland Tribune.
You must also make sure that this publication is at least once but not more than 15 days before filing your Articles of Organization with the Secretary of State’s office.
A registered agent is a person or company that has been designated to accept legal papers on behalf of the LLC. It’s important to have a registered agent because if you don’t, the Secretary of State will send these papers back to you (unless you appoint someone else).
A good way to think about this is that an LLC needs someone to take responsibility for its actions. This person may also be called a resident agent, resident representative, statutory agent or statutory representative. Your choice of registered agent can be anyone who lives in Oregon: your spouse, friend or even your dog!
You can appoint any Oregon-based individual as registered agent by filing Form 25 with the Oregon Secretary of State when you form your LLC. If you wish to appoint an out-of-state firm as your registered agent instead (or if you prefer using multiple agents), file Form 50 instead.
An Employer Identification Number (EIN) is a unique nine-digit identification number issued by the IRS to certain entities that are required to have one. Here’s how you get an EIN:
An operating agreement is a legal document that sets out how your business will be operated. It helps protect the interests of all parties involved and covers issues like how profits and losses should be divided among members, buyout provisions, and more.
In general, an LLC operating agreement should include:
To finalize the formation of your LLC, you will need to file Form 3522 with the OR Department of Revenue and pay the $50 fee (as of October 1, 2019).
The form is a two-page document that can be downloaded from their website. You must file Form 3522 within 90 days of your LLC’s formation in order for it to be valid.
And that’s it! Once you have a registered agent and an EIN, you can start filing your taxes and getting your LLC business going. When filing form 3522 with the OR Department of Revenue, remember to include the $50 fee along with your other documents. You can also use our free online service to make sure everything is correct before sending them in!
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Register Your Trademark with USPTO Today & Get Serial No. in 24 Hours