Understanding Oregon LLC Laws
The rules for starting and running an Oregon limited liability company (LLC) are laid out by Oregon LLC laws.
In this guide, we offer simple explanations to Oregon LLC laws about:
- LLC Formation Requirements
- Registered Agent Duties and Appointment
- Operating Agreements
- Annual Report Requirements
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
Oregon LLC laws set out the requirements for forming an LLC. The State of Oregon has created the Oregon Business Registry portal and PDF Articles of Organization form to simplify the process.
Oregon LLC Formation Statute
The following LLC formation statutes are from the Oregon Limited Liability Company Act:
Section 63.047 - Articles of organization.
(1) Articles of organization must set forth:
(a) The name of the limited liability company, which must satisfy the requirements of ORS 63.094;
(b) The address, including street and number, and mailing address, if different, of the limited liability company’s initial registered office and the name of the initial registered agent at the office;
(c) A mailing address to which notices, as required by this chapter, may be mailed until the limited liability company designates an address in an annual report;
(d) If the limited liability company will be manager-managed, a statement that the limited liability company will be manager-managed or a statement that the limited liability company will be managed by a manager or managers;
(e) The name and address of each organizer;
(f) The latest date on which the limited liability company will dissolve or a statement that the limited liability company’s existence is perpetual;
(g) If a limited liability company will render professional service or services, as defined in ORS 58.015, the professional service or services that the limited liability company will render;
(h) The initial physical street address, including the number and name of the street, and the mailing address, if different, of the limited liability company’s principal office; and
(i) The name and address of at least one individual who is a member or manager of the limited liability company or an authorized representative with direct knowledge of the operations and business activities of the limited liability company.
(2) The articles of organization may set forth any other provisions, not inconsistent with law, for regulating the internal affairs of the limited liability company, including any provision that is required or permitted to be included in any operating agreement of the limited liability company under this chapter.
(3) The articles of organization need not set forth any of the powers enumerated in this chapter. [1993 c.173 §15; 1997 c.774 §10; 1999 c.86 §3; 2001 c.315 §51; 2017 c.705 §20]
Start forming your LLC by reading our top LLC services review.
What This Means: Key Takeaways*
The Oregon LLC statute provides the requirements for setting up (or forming) an LLC. The State of Oregon offers online and mail-in LLC filing to meet these requirements.
Required Information for Oregon LLC Formation:
- LLC’s name (Must meet Oregon LLC naming requirements)
- LLC principal office’s street and mailing address
- Registered agent’s name and Oregon registered office address
- If manager-managed, a statement that the LLC will be manager-managed or managed by a manager or managers
- The name and address of each organizer
- The LLC dissolution date or a statement that there is no end date to the LLC (perpetual)
- If this is a professional LLC, the type of profession
- The name of at least one member or manager of the LLC, or the name of an authorized representative
Optional Information for Oregon LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
Recommended: For help with completing the LLC formation forms, visit our Oregon LLC Articles of Organization guide.
Registered Agent Duties and Appointment
Oregon LLC laws define the duties and appointment of the LLC registered agent.
Oregon LLC Registered Agent Statute
The following registered agent statutes are from the Oregon Limited Liability Company Act:
Section 63.111 - Registered office and registered agent.
(1) A limited liability company shall continuously maintain in this state a registered agent and registered office that may be, but need not be, the same as any of the limited liability company’s places of business. The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office.
(2) A registered agent must be:
(a) An individual who resides in this state and whose business office is identical to the registered office;
(b) A domestic limited liability company, a domestic corporation, a domestic professional corporation or a domestic nonprofit corporation, the business office of which is identical to the registered office; or
(c) A foreign limited liability company, foreign corporation, foreign professional corporation or foreign nonprofit corporation that is authorized to transact business in this state, the business office of which is identical to the registered office. [1993 c.173 §24; 2001 c.315 §27; 2013 c.158 §25; 2017 c.705 §22]
Section 63.114 - Change of registered office or registered agent.
(1) A limited liability company may change its registered office or registered agent by delivering to the office of the Secretary of State for filing a statement of change that sets forth:
(a) The name of the limited liability company;
(b) If the registered office is to be changed, the address including street and number of the new registered office;
(c) If the registered agent is to be changed, the name of the new registered agent and that the new agent has consented to the appointment; and
(d) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(2) If a registered agent changes the street address of the agent’s business office, the registered agent shall change the street address of the registered office of the limited liability company for which the agent is the registered agent by notifying the limited liability company in writing of the change and signing, either manually or in facsimile, and delivering to the office of the Secretary of State a statement that complies with the requirements of subsection (1) of this section and recites that the limited liability company has been notified of the change.
(3) The filing of the statement by the Secretary of State shall terminate the existing registered office or agent, or both, on the effective date of the filing and establish the newly appointed registered office or agent, or both, as that of the limited liability company. [1993 c.173 §25]
What This Means: Key Takeaways*
A registered agent’s job is to accept service of process (legal summons to a lawsuit).
An Oregon registered agent must:
- Maintain a registered office in Oregon (i.e., no P.O. Boxes)
- Be an individual, an Oregon corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Registered agent information is kept on file by the State of Oregon. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
Operating Agreement
Oregon LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Oregon Limited Liability Company Act:
Section 63.057 - Operating agreements.
The operating agreement, if any, may provide for the regulation and management of the affairs of the limited liability company in any manner not inconsistent with law or the articles of organization and may be in writing or oral. [1993 c.173 §18; 1995 c.93 §3]
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
Annual Report Requirements
Oregon LLC laws set out the requirements for annual LLC reporting. The State of Oregon has created the SOS annual report portal to simplify the process.
Oregon LLC Annual Report Statute
The following annual report statutes are from the Oregon Limited Liability Company Act:
Section 63.787 - Annual report; updates; rules.
(1) A domestic limited liability company, and a foreign limited liability company authorized to transact business in this state, shall by the limited liability company’s anniversary deliver to the office of the Secretary of State for filing an annual report that sets forth:
(a) The name of the limited liability company and the state or country under whose law the limited liability company is organized;
(b) The street address of the limited liability company’s registered office and name of the limited liability company’s registered agent at the registered office in this state;
(c) The address, including street and number and mailing address, if different, of the limited liability company’s principal office;
(d) The names and addresses of the managers for a manager-managed limited liability company or the name and address of at least one member for a member-managed limited liability company;
(e) A description of the primary business activity of the limited liability company; and
(f) Additional identifying information that the Secretary of State may require by rule.
(2) The information contained in the annual report must be current as of 30 days before the anniversary of the limited liability company.
(3) The Secretary of State shall mail the annual report form to any address shown for the limited liability company in the current records of the office of the Secretary of State. The failure of the limited liability company to receive the annual report form from the Secretary of State does not relieve the limited liability company of the limited liability company’s duty under this section to deliver an annual report to the office.
(4) If an annual report does not contain the information this section requires, the Secretary of State shall notify the reporting domestic or foreign limited liability company in writing and return the report to the domestic or foreign limited liability company for correction. The domestic or foreign limited liability company must correct the error within 45 days after the Secretary of State gives the notice.
(5)(a) A domestic or foreign limited liability company may update information that is required or permitted in an annual report filing at any time by delivering to the office of the Secretary of State for filing:
(A) An amendment to the annual report if a change in the information set forth in the annual report occurs after the report is delivered to the office for filing and before the next anniversary; or
(B) A statement with the change if the update occurs before the domestic or foreign limited liability company files the first annual report.
(b) This subsection applies only to a change that is not required to be made by an amendment to the articles of organization.
(c) The amendment to the annual report filed under paragraph (a) of this subsection must set forth:
(A) The name of the limited liability company as shown on the records of the office; and
(B) The information as changed. [1993 c.173 §100; 1995 c.93 §23; 1999 c.86 §18; 2007 c.186 §7; 2011 c.147 §12]
What This Means: Key Takeaways*
You can file your Oregon annual report online.
Your Oregon LLC annual report must state the following information (and must be current as of the date of filing):
- LLC’s name
- LLC principal office’s street and mailing address
- Registered agent’s name and Oregon registered office address
- Names and addresses of members or managers
- The nature of the business the LLC is conducting
Annual Report Due Dates:
- Annual reports are due each year within 30 days of the LLC’s anniversary date. The first annual report is due the following calendar year after the LLC became effective.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.