Articles of Organization for an Oregon LLC
In order to start an LLC in Oregon, you’ll need to file Articles of Organization with the Oregon Secretary of State. This document officially registers and creates your LLC under Oregon law (Oregon Revised Statutes 63.047).
There are 2 ways in which you can file your Oregon LLC’s Articles of Organization with the state:
1. Online: the LLC filing fee is $100 and your Oregon LLC will be approved in 1-2 business hours.
2. By mail: the LLC filing fee is $100, and your Oregon LLC will be approved in 5-7 business days.
Note: Filing times may take longer due to the current global situation and government delays. For the most up-to-date LLC processing times, check how long does it take to get an LLC in Oregon.
Note: The “LLC filing fee” (the fee to create an Oregon LLC) is the same thing as the “Articles of Organization fee”. The Articles of Organization is the document, that once approved by the Secretary of State’s office, creates your Oregon LLC.
Prior Lessons: Before filing your LLC’s Articles of Organization, make sure you have read the prior lessons:
Download Oregon LLC Articles of Organization:
Tip: You can either print the form, fill it out by hand (use a black pen), then sign; or, you can type in the form on your computer, then print and sign. When printing, use regular white paper (8.5″ x 11″).
Please leave this field blank. The state will fill this in after your Oregon LLC is filed and approved.
1. NAME OF THE LIMITED LIABILITY COMPANY:
Enter your desired Oregon LLC name. Make sure to include the designator at the end of the name. As per Oregon law, here are the allowable designators:
- LLC (this is the most commonly used)
- Limited Liability Company
Comma: You can use a comma in your Oregon LLC name if you’d like, or you can leave it out. For example, Northwest Cycling Tours, LLC and Northwest Cycling Tours LLC are both acceptable.
If you want your LLC to exist indefinitely, check off “Duration shall be perpetual“. This means your Oregon LLC will remain open until it is closed (at some point in the future) by its Members.
If you want your LLC to automatically shut down on a future date, check off “Latest date upon which the Limited Liability Company is to dissolve is” and enter that future date.
Tip: Most filers prefer their Oregon LLC to have a perpetual existence.
3. PRINCIPAL OFFICE:
Enter your LLC’s Principal Office address. This is the address where either your LLC carries out its actual business activities or the place where you store your LLC’s business records and other documents. Typically, this address is either a home address or an office address. This address does not have to be located in Oregon state, but it must be a physical street address. PO Boxes are not allowed.
Further, as per House Bill 2191, this address cannot be a Commercial Mail Receiving Agency (CMRA), Private Mailbox (PMB), Mail Forwarding Service, or Virtual Address. Again, it must be a physical street address.
4. REGISTERED AGENT:
Enter the name of your LLC’s Registered Agent in this section. An Oregon Registered Agent is a person or company who agrees to receive “Service of Process” (legal mail) on behalf of your LLC in the event it is involved in a lawsuit or court case. So in this section, you’ll be entering the name of a person or the name of a company (if you hired a Commercial Registered Agent).
Reminder: You have 3 options for who can be your LLC’s Registered Agent in Oregon (you, your friend or family, or a Commercial Registered Agent). Please make sure you have read our Oregon Registered Agent lesson before proceeding.
5. REGISTERED AGENT’S PUBLICLY AVAILABLE ADDRESS:
Enter your Registered Agent’s Oregon street address here. Remember, PO Box addresses as well as mailbox rental locations (like the UPS Store) are not allowed. This address must be a physical street address located in the state of Oregon.
The same rules we mentioned in #3 also apply here regarding Commercial Mail Receiving Agencies (CMRAs), Private Mailboxes (PMBs), Mail Forwarding Services, and Virtual Addresses/Offices. They are not allowed as per House Bill 2191.
6. ADDRESS WHERE THE DIVISION MAY MAIL NOTICES:
Enter the address where the Oregon Secretary of State can mail your Annual Report reminders and other LLC notices.
Note: This address can be any address where you want notices sent. It can be your home address, office address, friend or family member’s address, or even a PO Box address. This address can be located in any state and in any country.
7. HOW WILL THIS LIMITED LIABILITY COMPANY BE MANAGED?
Check off one of the boxes stating how your LLC will be managed.
- A Member-managed LLC is where all the owners have the ability to bind the Oregon LLC in contracts and agreements, as well as run the business and day-to-day operations.
- A Manager-managed LLC is where only one, or a few designated people (called “managers”), have the ability to bind the Oregon LLC in contracts and agreements, as well as run the business and day-to-day operations. The other members cannot bind the LLC in contracts and agreements, and they cannot take part in running the business and day-to-day operations. Instead, they take on more of a passive/investor role.
Article: If you’d like to learn more about Member-managed LLCs vs. Manager-managed LLCs, please see this article.
Tip: Most Oregon LLCs choose to be run and managed by all Members (owners), so they elect to be Member-managed.
8. IF RENDERING A PROFESSIONAL LICENSED SERVICE OR SERVICES, DESCRIBE THE SERVICE(S) BEING RENDERED:
- If you are forming a regular LLC, you can leave this field blank.
- If your business offers services where those providing such services are required to be licensed by the state of Oregon, you’ll need to enter the professional services.
These are professional services in Oregon:
- Landscape Architects
- Medical Imaging Licensees
- Nurse Practitioners
- Radiologic Technologists
- Real Estate Appraisers
- Other Licensed Professions per ORS 58.015(5)
9. OPTIONAL PROVISIONS:
Select this option if your Oregon LLC will be a Benefit Company. An Oregon Benefit Company is a business that is beneficial to society and the environment, while still earning a profit. In order to become a Benefit Company in Oregon, your LLC needs to meet the standards of an approved third-party organization. More details, along with the Oregon state requirements can be found here.
Select this option if you’d like your LLC to indemnify any members, managers, employees, or agents of the LLC. This personally protects them against legal responsibility for their actions. Indemnification provides extra liability protection to the people who own, manage, or work for your Oregon LLC. If you have any questions about indemnification, those will need to be addressed with an attorney.
Note: Most filers choose to have the LLC indemnify its members/managers. To learn more about indemnification, please see: ORS 63.160 to 63.170
Select this option if you are including an attachment with additional provisions and terms to your LLC.
Note: Most filers (unless instructed by their attorney) do not have attachments or additional provisions for their Oregon LLC.
10. NAME AND ADDRESS OF EACH PERSON FORMING THE BUSINESS (ORGANIZER):
Enter the name and address of your LLC’s Organizer(s) here.
An LLC Organizer is the person (or company) who is submitting your LLC’s Articles of Organization to the Oregon Secretary of State.
- You do not need to list all LLC Members (owners) here (although you can). Instead, you just need to list at least 1 Organizer. Again, this is the person submitting the paperwork on behalf of the LLC.
- An LLC Organizer is not automatically a Member (owner) of an LLC. An Organizer can be a Member of the LLC (as noted in the next bullet point), but simply being an Organizer of an LLC does not automatically make someone a Member of an LLC.
- You’ll be listing your LLC Members in your Operating Agreement. We’ll provide you with a free Operating Agreement and discuss the details of this in the next lesson.
LIST MEMBERS AND/OR MANAGERS NAMES AND ADDRESSES (May be required by your bank)
Optional: The Oregon Secretary of State does not require that you disclose the details of the LLCs’ Members or Managers. Here are the pros and cons. Pros: Privacy. Your Oregon LLC’s ownership and management details do not become a part of public records. Cons: It can be a little more difficult to prove ownership of the LLC when opening a bank account. However, you should be fine opening a bank account if you show the bank your LLC’s Operating Agreement.
11. OWNERS (MEMBERS) (Names and Addresses):
This section is optional.
If your LLC is Member-managed and you’d like to list the LLC Members, please do so here in #11. Enter their name(s) and address(es).
The LLC Members’ address(es) can be located in Oregon, but they don’t have to be.
12. MANAGERS (MANAGERS) (Names and Addresses):
This section is optional.
If your LLC is Manager-managed and you’d like to list the LLC Managers, please do so here in #12. Enter their name(s) and address(es).
The LLC Managers’ address(es) can be located in Oregon, but they don’t have to be.
13. INDIVIDUAL WITH DIRECT KNOWLEDGE (Name and Address):
The Oregon Secretary of State requires that at least one person with direct knowledge of the operations and LLC business activities be on file.
This will most likely be you, or one of the other LLC Members or Managers. Make sure to enter both the person’s name as well as their address.
This address can be located in Oregon, but it doesn’t have to be.
14. EXECUTION/SIGNATURE OF EACH PERSON WHO IS FORMING THIS BUSINESS (Organizer):
Have the Organizer (or Organizers) of your Oregon LLC sign and enter their name and title.
Note: Most filers are the owners of the LLC as well as the Organizer and use the title “Organizer” in this section.
CONTACT NAME AND PHONE NUMBER:
Enter a contact’s name and phone number in this section in case the Oregon Secretary of State has any questions about your LLC filing. You can enter your name and number, or the name or number of anyone who is authorized to speak on behalf of your LLC.
Mail your Articles of Organization to the Oregon Secretary of State
Prepare a check or money order for $100 and make it payable to the “Corporation Division”.
Mail your completed Articles of Organization and the $100 filing fee to:
Oregon Secretary of State
255 Capitol Street NE
Salem, OR 97310-1327
Congratulations! Your Oregon LLC has been mailed for processing! Now you just need to wait for approval.
Oregon LLC Approval (Mail Filing):
How long for LLC approval?
When filing by mail, your Oregon LLC will be processed and approved in 5-7 business days.
What do you get?
The state will mail you an Acknowledgment Letter with your Oregon LLC’s Registry Number. However, they do not include a copy of your stamped and approved Articles of Organization.
How to get a copy of your Articles of Organization?
Head over to the Oregon Registry Search page and search your LLC name (or Registry Number). Then scroll down to “Summary History” and click the document icon to the left of “Articles of Organization”. Then download, save, and/or print this document and keep safe with your business records.
Once you’ve filed your Articles of Organization and your Oregon LLC has been approved, you can then proceed to the next lesson: Oregon LLC Operating Agreement.
Oregon Secretary of State Contact Info
If you have any questions, you can contact the Oregon Secretary of State at 503-986-2200 (Monday through Friday, 8:00am – 5:00pm).