Register your business in Oregon

LLCs, corporations, limited partnerships, and registered limited liability partnerships file with the Oregon Secretary of State, Corporation Division¹. A general partnership is not formed by a filing. A sole proprietorship has no formation filing when the name shows each owner’s real and true name. A name other than that is an assumed business name, filed with the same division.

What’s different in Oregon

• The annual report is due on the anniversary, not on a statewide day. An LLC or business corporation pays $100⁹. Stay compliant has the notice and what a miss does.
• The company cannot be its own registered agent. An owner can serve, at an Oregon street address. Not a P.O. box, a commercial mail receiving agency, a mail forwarding business, or a virtual office.⁶
• An assumed business name is a state filing for $50, good for 2 years⁴. It is a DBA, or doing business as. In Oregon it gets its own registry number, even when an LLC or corporation owns it.⁵
• Two official fees for a name reservation do not match. The form and the fee schedule print $100³. ORS 56.140 prints $50 for a document that is not on its $100 or $275¹¹ lists. Details are below.
• There is no general sales tax. Tax registration is a different step: Get your tax IDs.

Do this

1. Pick your structure. LLC, corporation, nonprofit, partnership, or sole proprietorship. A sole proprietor or general partnership with a real and true name can skip to step 6. A licensed profession can use an LLC, with personal liability for the professional work. Pick an entity compares them.
2. Check the name in the business registry. An LLC name must contain Limited Liability Company, LLC, or L.L.C.², and it must be distinguishable on the Secretary of State's records from other active business names, including assumed names. A business corporation uses Corporation, Incorporated, Limited, Company, Corp., Inc., Ltd., or Co.. Not ready to file? A reserved name is held for 120¹⁰ days. Reserving a name does not let you do business under it, and an assumed business name cannot be reserved.³ The fee conflict is in the next section. Search the web and the federal trademark database too. A registry check is not a trademark.
3. Choose a registered agent. The business cannot name itself as its registered agent. An owner who is a person can serve. A person who serves must live in Oregon and keep a business office at the registered office address. The office is an Oregon street address. Not a P.O. box, a commercial mail receiving agency, a mail forwarding business, or a virtual office.⁶ The person or business named has to consent.⁷ You can also use another Oregon business, or a commercial agent service. Changing the agent later is no fee¹.
4. File online in the Oregon Business Registry (OBR)⁶. The fee depends on the structure, below. Fees are paid in advance and nonrefundable¹. The fee schedule does not print an expedited filing line.* Check the payment page if you need a specific date. The division posts its current processing estimate on its forms page.
5. Watch for a lookalike annual-report mailing. The official notice has the state seal, the words Secretary of State Corporation Division, and the phone number 503-986-2200. The state fee for an LLC or corporation annual report is $100. File it yourself at sos.oregon.gov/renew. The Secretary of State warns about a lookalike mailing from Workplace Compliance Services (W.C.S.) or C.P.S., a private company that is not affiliated with the Secretary of State.⁹
6. File an assumed business name if you use another name. Who has to file is below.
7. Calendar the first annual report. It is due on the anniversary of the original filing. One page says the notice goes out about 45 days before the due date⁶. Another says about 50 days before the anniversary⁹.* Use the date on the notice. Selling in a way that triggers the Corporate Activity Tax, or hiring, is Get your tax IDs.

By structure

LLC

File Articles of Organization for $100. The articles ask whether the LLC will be member-managed or manager-managed². An operating agreement is optional. If you have one, it can be written or oral, and it is not a formation filing.¹⁰ Banks and partners often ask for one. The division does not file it. The LLC then pays $100⁹ on the anniversary of the original filing⁶.

If the report is late, the Secretary of State may start a dissolution proceeding if the annual report is not delivered when due, fees go unpaid, or the LLC has no registered agent. The statute then gives the company 45 days after written notice to correct the ground. Dissolution is not automatic on the anniversary. After a dissolution, reinstatement is within five years from the date of dissolution¹⁰. The name must still be available, or you have to change it to reinstate. You pay a reinstatement fee along with the missed annual fees. The reinstatement page does not print the amount.* Check it on the reinstatement form. Online reinstatement is for a business inactive less than 5⁸ years. Longer than that needs special forms. Contact the Corporation Division.

Professional service

Oregon does not use a separate professional-LLC form. An LLC may render a professional service. Members who are professionals stay personally liable for that work to the same extent as shareholders of a professional corporation.¹⁰ The articles ask you to describe the licensed service. The license itself comes from the board for that profession, not from this filing. If you are not sure the work is a professional service, check with a legal professional.

Corporation

File Articles of Incorporation for $100. The name uses Corporation, Incorporated, Limited, Company, Corp., Inc., Ltd., or Co.³. The annual report is $100¹, on the same anniversary rule as an LLC. S corporation status is a federal election on Form 2553¹³. Oregon still has its own excise tax, including a minimum for an S corporation that does business here. Get your tax IDs has the rates and the due dates.

Nonprofit

Articles of incorporation are $50. The annual report is $50. A foreign nonprofit’s application for authority is $50, not the $275¹ charged to a foreign business corporation or foreign LLC. 501(c)(3) status is a separate application to the IRS. Past formation, the rest of this series is written for for-profit businesses.

Partnership

A sole proprietor or a general partnership does not register with the Secretary of State when the business name includes the real and true name of each owner.⁵

A limited partnership files a certificate for $100. A registered limited liability partnership files an application for $100. Both renew annually on the fee schedule at the same $100 domestic renewal line as other domestic entities. A foreign limited partnership or foreign LLP is on the $275¹ lines.

Sole proprietorship

No formation filing when you use your real and true name. That name is a last name plus a given name or initials⁵. A different name is an assumed business name. There is still no sales-tax permit for ordinary sales. Other tax accounts are on Get your tax IDs.

Assumed business names

File when the name does not include the real and true name of each owner. You do not register one when the name includes the real and true name of each owner. For an LLC or corporation, the registered entity name is that real and true name. The fee is $50, and the filing is good for 2 years⁴. Renewal is $50¹. Skipping it can mean you may not have standing in court, and licenses, a bank account, and contracts get harder⁵.

Name reservation fee

The reservation form prints $100³. The fee schedule prints the same $100¹. ORS 56.140 puts articles of organization, business articles of incorporation, and the related annual reports on a $100 list, and foreign applications for authority on a $275 list. A name reservation is not on either list. Other registry documents are $50¹¹, with a nonprofit exception the section names.* Those two amounts are both printed. Check the total on the payment screen before you pay.

The reservation lasts 120¹⁰ days. Reserving a name does not let you do business under it, and an assumed business name cannot be reserved.³

Formed in another state

An LLC or business corporation formed elsewhere files an application for authority for $275. ORS 56.140 states the same $275 for an application for authority. Its annual report is $275¹¹, not the domestic $100⁹. A nonprofit formed elsewhere is $50¹. You need an Oregon registered agent. Forming in another state covers the tradeoffs.

What you get back

A filed record in the Oregon Business Registry, and a registry number. That number is not your Oregon tax ID. Get your tax IDs covers the business identification number. Keep the accepted articles for your EIN and your bank. The annual-report notice should show the state seal, the words Secretary of State Corporation Division, and the phone number 503-986-2200⁹. If the agent resigns, they must still accept service for 30 days. If you do not name a new agent, the business will be administratively dissolved.⁷