How To Fill Out The Oregon LLC Articles of Organization

The first step in filling out the Oregon Operating Agreement is to pick a business name.
There are a couple of requirements when choosing an Oregon LLC name.

1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of Oregon. You can verify name availability by doing an Oregon LLC name search with the Oregon Secretary of State to be sure the LLC name is available.

2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
– LLC
– L.L.C.

Enter the Oregon Limited Liability Company name, including the identifier, and click the “Check Name Availability” to make sure your name is available.

In step 2, you provide a brief description of what the business will do. 

Related: How to answer the business purpose.

In this section, you will choose the duration of the LLC. Having a date the business entity will dissolve isn’t super common and is typically used more by investment-related businesses.

Most LLCs will select perpetual as there isn’t a set end date in mind for the business. However, if there is a predetermined date the LLC will close, enter the date in this section. 

Next, enter an email address, mailing address for notices, and a daytime contact and phone number.

Be sure to use an email and mailing address that is commonly checked, as the annual renewal notice will be sent to that address.

Select your preferred method of being notified by the Secretary of State.

The address of the principal place of business may be, but is not required to be, the actual place of the business. It can also be the main location where the business records are kept.

A physical address must be used for the principal place of business, as P.O. Boxes are not acceptable.

One requirement for having an LLC in Oregon is to appoint an Oregon registered agent. The registered agent is a party located in Oregon that will receive important notices and service of process (which means accepting papers that start a lawsuit) on behalf of the LLC.

Provided the LLC member lives in the state of Oregon, they may act as the registered agent, or the agent can be an adult resident of the state (Select “Individual”) or registered agent service (Entity of Record).

Related: Should you be the registered agent?

The Organizer is someone who is involved with the LLC formation.  The Organizer may or may not be a member, such as a mentor, attorney, or registered agent service, but any of the initial member(s) could be listed as an organizer.

At least one Organizer must be listed.

Enter the name and address of each organizer.

The Oregon Secretary of State requires that at least one person who is a member or manager of the limited liability company or an authorized representative with direct knowledge of the operations and business activities be on file.

Enter at least one person’s name and address.

The next step provides information regarding whether the LLC is Manager-Managed or Member-Managed.

A Member-Managed LLC is involved with the day-to-day operations of the business. Many LLCs are operated and run by the owner, in which case they would be Member-Managed.

A Manager-Managed LLC refers to a Limited Liability Company that hires a manager to run the business, similar to hiring a CEO of a corporation.

List the names and addresses of each of the initial LLC Members. Members are the owners of the LLC.

This is an optional section, but some banks will not provide bank account signing authority to names that are not on this list.

In this section, if the LLC will be providing a service that is licensed by the state, indicate by clicking “Yes” or “No.” If Yes, you will select the service from the drop-down menu.

Some common services that require licensing in Oregon include accountants, acupuncturists, architects, attorneys, chiropractors, dentists, engineers, landscape architects, podiatrists, psychologists, and real estate appraisers. 

This is an optional section, but if the LLC needs to include any optional provisions regarding the structure or operations, they would be included here.

– Indemnification: The company elects to indemnify its members, managers, employees, agents for liability, and related expenses under ORS 63.160 to 63.170.  Many LLCs will elect the indemnification clause.
– Benefit Company: Not as common for an LLC to select, but a benefit company is a blend between a not-for-profit and for-profit company.  There are some requirements to be an Oregon benefit company.
– Other: Include any additional special rules for the LLC.

If you aren’t sure if any of these items should be selected, it’s recommended to contact an attorney or entity formation service to ensure no mistakes are being made.

All of the Organizers listed in step 8 will need to review the Articles of Organization to ensure all information is correct and sign the document.

Last, review the submitted information to ensure it is correct, pay the state filing fee, and submit the Articles of Organization to the Secretary of State.