Articles of Organization LLC Oregon

What Are Oregon Articles of Organization?

The Articles of Organization in Oregon are the foundational documents required to legally establish a Limited Liability Company (LLC) in the state. These documents officially register the LLC with the Oregon Secretary of State, Corporation Division, and provide essential information about the business entity. The Articles of Organization are governed by the Oregon Limited Liability Company Act, specifically under Oregon Revised Statutes (ORS) § 63.047. For more detailed information, you can visit the Oregon Secretary of State, Corporation Division website.

Are Oregon Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in Oregon. Under ORS § 63.047, an LLC does not legally exist until the Articles of Organization are filed with and accepted by the Secretary of State. Without filing, the business cannot operate as an LLC or receive the liability protections and tax benefits associated with the LLC structure.

Information Required in Oregon Articles of Organization

Name Requirements

The LLC name must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as required by ORS § 63.094. The name must be distinguishable from other business entities registered in Oregon. Certain restricted words may require additional approval. Name availability can be checked using the Oregon business name search tool.

Oregon Registered Agent and Registered Office

Every Oregon LLC must appoint a registered agent and maintain a registered office within the state, as required by ORS § 63.111. The registered agent may be an individual resident of Oregon or a business entity authorized to do business in the state. The registered office must be a physical street address located in Oregon.

Management Structure

The Articles of Organization must state whether the LLC will be member-managed or manager-managed, as outlined in ORS § 63.130. If the LLC is manager-managed, the names and addresses of the initial managers must be included.

Organizer Information

An organizer is the individual or entity responsible for preparing and filing the Articles of Organization. Oregon does not impose residency requirements for organizers. The organizer’s name and signature must appear on the filing.

Purpose Statement

Oregon allows a general purpose statement indicating that the LLC may engage in any lawful business activity. Certain regulated or professional activities may require additional approvals or filings with state licensing authorities.

Articles of Organization Effective Date

The effective date of the Articles of Organization may be the date of filing or a delayed effective date specified in the document. Under Oregon law, a delayed effective date cannot be more than 90 days after the filing date, pursuant to ORS § 63.054.

How to File Oregon Articles of Organization

Online

Oregon offers online filing through the Secretary of State’s Business Registry system. The system is available 24/7, and online filings are typically processed within one business day. To file online:

1. Access the Oregon Business Registry.
2. Complete the Articles of Organization form.
3. Pay the filing fee using a credit or debit card.
4. Submit the filing electronically.

Mail

To file by mail, send the completed Articles of Organization form to:

Oregon Secretary of State
Corporation Division
255 Capitol Street NE, Suite 151
Salem, OR 97310

Include one signed copy of the form and the required filing fee. Checks should be payable to the “Corporation Division.” Mail filings are generally processed within 5–10 business days.

Oregon Articles of Organization Filing Fee

The filing fee for Articles of Organization in Oregon is $100. Additional fees may apply for expedited processing or optional services offered by the Corporation Division.

What Happens After Filing Oregon Articles of Organization?

After approval, the LLC is officially formed and recognized by the State of Oregon. The Secretary of State will issue confirmation of filing as proof of formation. The LLC should then obtain a Federal Employer Identification Number (EIN) from the Internal Revenue Service. Depending on the nature of the business, the LLC may also need to register for Oregon state taxes with the Department of Revenue. Although not required by statute, drafting an operating agreement is strongly recommended. Oregon LLCs must also file an annual report with the Secretary of State to remain in good standing.

Common Mistakes When Filing Oregon Articles of Organization

• Name Conflicts: Submitting a name that is not distinguishable from existing entities can result in rejection.
• Registered Agent Errors: Listing an agent who does not meet Oregon requirements or providing an invalid address can delay approval.
• Incomplete Filings: Leaving required sections blank or failing to sign the form can cause rejection.
• Incorrect Filing Fee: Submitting an incorrect fee amount will delay processing.
• Improper Management Disclosure: Failing to clearly state the management structure may lead to administrative issues.
• Unauthorized Restricted Terms: Using restricted words without approval may result in rejection.
• Delayed Effective Date Mistakes: Specifying a delayed effective date beyond the allowable period can invalidate the filing.

This article provides general information about Oregon LLC formation requirements under the Oregon Limited Liability Company Act. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.