Oregon Foreign LLC Registration (How-to Guide)

Are you thinking about expanding your business to Oregon? Great choice!

Whether you like the scenic beauty or the thriving business scene, registering your foreign LLC in Oregon is smart.

I’ll walk you through the steps in this guide, making the process simple and clear.

Oregon State Foreign LLC Requirements

1. Oregon Registered Agent

Your foreign LLC must appoint a registered agent to do business in Oregon. This registered agent is responsible for receiving legal documents and official correspondence on behalf of your LLC. The registered agent can be an individual or a business entity, but they must have a physical address in Oregon and be available during regular business hours.

2. Application for Authority

Your next step is to file an Application for Authority to Transact Business with the Oregon Secretary of State.

This application includes important information about your LLC, such as:

• The LLC’s name
• The state where the LLC was originally formed
• The principal office address
• The name and address of your registered agent in Oregon

The filing fee for this application is $275. You can file online, in person, or by mail.

For mail or in-person submissions, send your application to the following address:

Secretary of State
Corporation Division
255 Capitol St. NE, Suite 151
Salem, OR 97310

3. Business Identity

Before registering, ensure that your LLC’s name is unique and not already used by another Oregon entity. If your desired name is unavailable, you may need to choose a different name to operate under in Oregon, also known as a “doing business as” (DBA) name. This helps prevent any legal or branding conflicts.

4. Business Licenses and Permits (optional)

Depending on the nature of your business and its location, you may need specific licenses and permits to operate legally in Oregon. It’s important to determine any additional requirements with local city or county offices. This step ensures that your business complies with local regulations and can operate without legal issues.

How to Form a Foreign LLC in Oregon State

Step 1. Selecting Your Business Name (new or existing)

Search the name on the Oregon Secretary of State’s business name database here to ensure it is unique and not already in use. The name must be the same as registered in your home state.

If your name is already taken, you may need to choose a different name or use a “doing business as” (DBA) name in Oregon.

Step 2. Appointing an Oregon Registered Agent (I use Northwest)

Next, you must appoint a registered agent with a physical address in Oregon. This agent will handle legal documents and official correspondence for your LLC.

The registered agent can be an individual resident or a business entity authorized to provide this service. Ensure your registered agent is available during regular business hours to receive important documents for your LLC.

Northwest Registered Agent is a reliable and affordable registered agent service that can help you with this process.

Step 3: Complete the Application for Authority

To officially register your foreign LLC in Oregon, you must file an Application for Authority to Transact Business with the Oregon Secretary of State.

This application requires several details:

• Name of LLC: The name should match the one used in your home state.
• Home State’s Registry Number: Provide this number if available. If not, attach a Certificate of Existence dated within the last 60 days. This document verifies that your LLC is in good standing in its home state.
• Date of Formation: Indicate when your LLC was originally formed.
• Known End Date: If applicable, specify your LLC has a known end date.
• Home Jurisdiction: The state or country where your LLC was initially formed.
• Name and Address of Registered Agent: Include your registered agent’s name and physical address in Oregon.
• Principal Address of Business: The main location where your business operates.
• Mailing Address: The address where you want to receive official correspondence.
• Management Structure: State whether your LLC is managed by its members or appointed managers.

The filing fee for this application is $275. You can pay online with a credit or debit card or by mail with a check.

Step 4: Launch Your Business Identity

Once registered, establish your business identity in Oregon. This may involve obtaining necessary local licenses and permits, setting up business bank accounts, and registering for state taxes. These steps ensure that your business operates legally and efficiently within the state.

Step 5: Receive Confirmation from the Oregon Secretary of State

After you submit your application and pay the fee, the Oregon Secretary of State will review your documents. Once approved, you will receive confirmation that your LLC is authorized to do business in Oregon. This confirmation allows you to operate legally and enjoy the benefits of expanding into the Oregon market.

How long does this take?

Oregon processes online filings for foreign LLCs in about one day, while mailed filings usually take 5 to 7 business days. Please wait up to two weeks for mailed applications before contacting the Secretary of State’s office.

Registration Fee – How Much Does a Foreign LLC in Oregon Cost?

To register a foreign LLC in Oregon, you must pay a $275 filing fee. This fee covers processing your Application for Authority to Transact Business with the Oregon Secretary of State. This application allows your out-of-state LLC to conduct business within Oregon legally.

While the primary fee is $275, there might be additional costs depending on your specific needs:

• Certificate of Existence: If your LLC’s home state registry number is not provided, you may need to include a Certificate of Existence from your home state. The cost of this certificate varies by state but generally ranges from $10 to $50.
• Registered Agent Fees: If you hire a registered agent service in Oregon, expect to pay an annual fee, typically $100 to $300. This service ensures you have a local representative to receive legal documents.
• Business Licenses and Permits: Depending on your business type and location, you may need to acquire additional licenses or permits. Fees for these can vary widely based on the nature of your business and the requirements of local or state agencies.
• Annual Report Fee: After registering, your LLC must file an annual report with the Oregon Secretary of State. This report updates your LLC’s information and requires a $100 filing fee.

When registering your LLC, you must designate a registered agent with a physical address in Oregon to manage legal documents. The cost for a registered agent can range from $200 to $1,000. However, my preferred registered agent offers these services for less than $100. For more details, click here.

Do foreign LLCs need to file Oregon Articles of Organization?

Foreign LLCs do not need to file the Oregon Articles of Organization. Instead, they must submit an Application for Authority to Transact Business with the Oregon Secretary of State.

The Articles of Organization are used to form new, domestic LLCs in Oregon, while the Application for Authority is specifically for existing LLCs from other states or jurisdictions that wish to operate in Oregon.

This application provides essential details about your foreign LLC, including its name, state of formation, and the address of your registered agent in Oregon.

How are Foreign Entity LLCs in Oregon taxed?

In Oregon, foreign LLCs are treated as pass-through entities by default, meaning that the LLC does not pay federal or state income taxes. Instead, the profits and losses pass through to the members, who report them on their tax returns.

Members are also responsible for self-employment taxes totaling 15.3%—12.4% for Social Security and 2.9% for Medicare—on their share of the LLC’s income.

Alternatively, an LLC can be taxed as an S-corporation or C-corporation. Electing S-corp status can reduce self-employment taxes but requires the LLC to pay members as employees.

Choosing C-corp status subjects the LLC to corporate income tax rates and avoids self-employment taxes on distributions, though it may lead to double dividend taxation.

Additionally, foreign LLCs must comply with Oregon’s Corporate Activity Tax if they have significant economic activity in the state and file an annual report with a $100 fee. annual report and potentially paying a franchise tax based on their revenue.

FAQs on Oregon Foreign LLC Registration

Can I Be My Registered Agent for My Oregon LLC?

Yes, you can act as your own registered agent for your Oregon LLC if you have a physical address in Oregon where you are available during regular business hours to receive legal documents and official correspondence. Alternatively, you can hire a registered agent service.

Why Hire an Oregon-Registered Agent Service?

Hiring an Oregon-registered agent service provides several benefits: they ensure that legal documents and official notices are received promptly and securely and maintain a physical presence in Oregon on your behalf. This service helps keep your business compliant and provides privacy by keeping your address off public records.

How Can I Withdraw My Foreign LLC from Oregon?

To withdraw your foreign LLC from Oregon, you must file a “Withdrawal of Authority to Transact Business” form with the Oregon Secretary of State. This form officially terminates your LLC’s right to do business in Oregon. Before filing, you should also ensure that all taxes and fees are paid and that any other state requirements are met.

Is a Physical Presence Required in Oregon to Form an LLC as a Foreigner?

No, you do not need a physical presence in Oregon to form an LLC as a foreigner. However, you must appoint a registered agent with a physical address in Oregon who can receive legal documents and correspondence on your behalf.

How Do I Amend a Foreign LLC in Oregon?

To amend your foreign LLC in Oregon, you must file an “Amendment to Application for Authority” with the Oregon Secretary of State. This form updates any changes to your LLC’s information, such as changes in the registered agent, business address, or business name.

What Does It Mean to Do Business in Oregon?

“Doing business” in Oregon generally means engaging in regular and continuous business activities within the state, such as operating a physical office, having employees, or soliciting sales. If your foreign LLC meets these criteria, it must register with the Oregon Secretary of State to conduct business there legally.

Does a Foreign LLC Have to File an Annual Report in Oregon?

Yes, foreign LLCs are required to file an annual report with the Oregon Secretary of State.  So if you registered your foreign LLC in Oregon on February 20th, you’d need to complete an annual report by February 20th the next year. The filing fee for the annual report is $100.