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How to Form an LLC in Oregon

Oregon charges $100 to form an LLC, the same online and on paper, and $100 a year for the Annual Report. Oregon's traps are quieter than most states. There is no monetary late fee for the report at all, so guides that print one are inventing it, the reinstatement fee amount is not published on the Secretary of State's fee schedule, and a default multi-member LLC owes a $150 partnership minimum tax that formation guides routinely leave out.

By the LLCForming research teamFees checked Nov 8, 2026

The Oregon filing steps

1. Check your name on the state's own search

   Search the Secretary of State's Business Name Search in the Business Registry before you file; a search does not reserve the name. Under ORS 63.094(1), the name must contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC." Prohibited words under ORS 63.094(2) include "cooperative," "corporation," "corp.," "incorporated," "Inc.," "limited partnership," "L.P.," "LP," "Ltd.," "limited liability partnership," "L.L.P.," and "LLP." Under ORS 63.094(4), the name must be distinguishable upon the records of the Secretary of State from other entity names and from reserved names, registered names, and assumed business names of active record; the Secretary of State's FAQ notes that a word or even a letter's difference in a name can be enough. If you want to hold a name while you prepare, an optional name reservation costs $100 and reserves the name for 120 days under ORS 63.097.

2. Choose your registered agent

   Oregon uses the term registered agent, and under ORS 63.111(1) every LLC shall continuously maintain in this state a registered agent and a registered office. Under ORS 63.111(2), the agent may be an individual who resides in this state and whose business office is identical to the registered office; a domestic LLC, corporation, professional corporation, or nonprofit corporation whose business office is identical to the registered office; or a foreign LLC, corporation, professional corporation, or nonprofit corporation authorized to transact business in this state, whose business office is identical to the registered office. The Secretary of State adds that an entity cannot designate itself as its own registered agent, but an individual owner can serve, and the named agent must have consented to serve. The registered office must be located at a physical street address where process may be personally served on the registered agent, and it may not be a commercial mail receiving agency, a mail forwarding business, or a virtual office. A P.O. Box is not acceptable, because process must be physically served on a person. Changing the agent or address later costs $0, as the compliance page explains.

3. File the Articles of Organization with the Secretary of State

   File Articles of Organization for a Limited Liability Company through the Oregon Business Registry online, or on paper with the Corporation Division at 255 Capitol St. NE, Suite 151, Salem, OR 97310-1327. The fee is $100 either way: the Secretary of State's Business Registry Fee Schedule lists Articles of Organization at $100 under domestic limited liability companies, and the paper form itself prints a required processing fee of $100. Processing fees are nonrefundable. Under ORS 63.047(1), the articles state the LLC name, the street address and mailing address of the initial registered office and the name of the initial registered agent, a mailing address for notices, a manager-managed statement if applicable, the name and address of each organizer, the latest dissolution date or a statement that existence is perpetual, any professional services to be rendered, the initial principal office address, and the name and address of at least one member, manager, or authorized representative with direct knowledge of the LLC's operations. The Secretary of State's FAQ states a registration must be reviewed by Corporation Division staff before it is completed, and the process typically begins within one business day after you submit an online filing. No expedited tier appears in the fee schedule, and no fixed completion turnaround is published, so do not rely on a promised turnaround. Under ORS 63.051(1), the LLC's existence begins when the articles are filed by the Secretary of State, unless a delayed effective date is specified, which may not be later than the 90th day after filing under ORS 63.011(2).

4. Get an EIN from the IRS

   Free, online, and takes minutes once your Oregon filing is approved. Never pay a service for this. See EIN for an LLC for the walkthrough and the one IRS rule (a real person as responsible party) that surprises people.

5. Write your operating agreement

   Under ORS 63.057, 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 it may be in writing or oral. An operating agreement is therefore optional in Oregon, need not be written under the statute as read, and is not filed with the Secretary of State. Optional is not the same as wise. An oral understanding is how multi-member LLCs end up litigating what they meant, so write it down at formation.

6. Open the business bank account and handle licenses

   Bring your approved formation document and EIN letter. Then check your city and county for a general business license and your industry for state permits. Oregon has no single statewide general business license issued by the Secretary of State. The Secretary of State's FAQ states it directly: registering your business name with the Corporation Division is not the same as getting a license. Licenses in Oregon are issued at the state level by profession or industry, and also by some cities and a few counties, and the Secretary of State points filers to the Business Xpress License Directory and to their city or county. Oregon does not assign resale numbers or a reseller's permit for wholesale purchase.

Filing details that trip people up

• Foreign LLCs pay $275 in Oregon, and a home state certificate is required, with one exception. An out-of-state LLC files an Application for Authority for $275 under the Secretary of State's fee schedule. Under ORS 63.707(2)(a), it shall deliver with the application a certificate of existence, or a document of similar import, current within 60 days of delivery and authenticated by the official having custody of limited liability company records in its home state. Under ORS 63.707(2)(b), no certificate is required if that home state official provides free access via the Internet to a searchable database that contains evidence of limited liability company registrations. The consequences of transacting business without authority are at ORS 63.704, covered in the note below on what skipping registration costs.
• Transacting business without authority bars your LLC from Oregon courts and bills you for the skipped fees. Under ORS 63.704, a foreign LLC that has not obtained authority may not maintain a proceeding in any court in this state until it obtains authorization, and the same bar applies to its successor and to an assignee of a cause of action arising from the unauthorized business. It is also liable to the state for the years or parts of years it transacted business without authority, in an amount equal to all fees that would have been imposed had it duly applied for and received authority and thereafter filed all required reports. Non-registration does not impair the validity of its acts, does not prevent it from defending a proceeding in Oregon, and a member is not liable for the LLC's debts solely because the LLC transacted business without authority.
• No publication requirement for formation. Neither ORS 63.044 nor ORS 63.047 imposes any newspaper publication or advertising step, and formation is complete on filing the articles under ORS 63.051. Oregon's only LLC newspaper publication mechanism is optional and comes after dissolution: a dissolved LLC that has filed articles of dissolution may publish notice of dissolution once in a newspaper of general circulation in the county of its principal office or last registered office to bar unknown claims after five years, under ORS 63.644. It is not a formation requirement.
• Trading under a different name is a state filing in Oregon, filed by county under one fee. An Assumed Business Name, Oregon's DBA, is registered at the state level with the Secretary of State, Corporation Division, not with a county clerk, for $50. Registration is made per county, but the filing is made once with the state: the registration form lists all 36 Oregon counties as checkboxes plus an "ALL COUNTIES (Statewide)" option, under the single $50 fee. An Assumed Business Name is good for two years and renews for $50 every two years. The Secretary of State's FAQ explains why counties matter: assumed business names are filed by county, and the database can contain identical names associated with different counties. Registration grants no exclusive rights in the name. Our DBA guide covers when you need one and when you do not.
• Changing your registered agent or address costs $0. ORS 63.114 provides for a statement of change of registered office or registered agent, and the fee schedule's General Forms section lists Change of Registered Agent or Address for corporations and LLCs at $0.00. Many other Oregon information changes are likewise $0 on the schedule, including an amendment to an annual report. There is no cost reason to let the agent record go stale, and going without a registered agent or office is a ground for administrative dissolution under ORS 63.647.

After your Oregon LLC is approved

Get the EIN, open the business bank account, and handle Department of Revenue registrations for the taxes your activity and classification trigger. Then set the one recurring Secretary of State date that matters in Oregon: the Annual Report is due every year on the anniversary date of the original filing, at $100. The Secretary of State sends the renewal notice out about 45 days in advance of the due date, but under ORS 63.787(3), not receiving the form or notice does not relieve the duty to file. If your LLC is taxed as a partnership, calendar Form OR-65 as well: for calendar-year filers the partnership return and its $150 minimum tax are due March 15. Keep the registered agent and office current the whole time, because an agent's resignation terminates the appointment on the 31st day after filing unless a successor is appointed sooner, and failure to designate a new agent results in administrative dissolution.

The full recurring picture for Oregon, with fees and due dates, is on the Oregon annual report and compliance page, and the money view is on the Oregon LLC cost page.

Oregon LLC questions