How to Form an LLC in Oregon (2026)
Reviewed by DocDraft Legal Team · Oregon · Last updated 2026-08-06
A limited liability company (LLC) is a business structure that legally separates the company from the people who own it, so the owners are generally not personally responsible for the company's debts. Forming one in Oregon means filing a formation document with a state agency and paying its fee to bring the company into legal existence. In Oregon you create an LLC by filing the Articles of Organization with the Secretary of State, Corporation Division, and paying a $100 filing fee. Two features shape the ongoing cost. First, Oregon does not charge a franchise tax, but every Oregon LLC must file an annual report each year with the Corporation Division and pay a $100 fee to stay active. Second, Oregon has no separate franchise tax, though an LLC taxed as a corporation faces a minimum corporate excise tax of $150, and businesses with Oregon commercial activity over $1 million may owe the Corporate Activity Tax. This guide explains what an LLC is, the exact Oregon steps and fees, and the deadlines that keep the company in good standing.
Find out where you stand in Oregon
Where are you in forming your LLC?
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How do you form an LLC in Oregon?
File the Articles of Organization with the Oregon Secretary of State, Corporation Division, and pay the $100 filing fee. You must name a registered agent with a physical Oregon street address who can accept legal papers. Online filings are typically processed in two to three business days, and the LLC exists once the Corporation Division files it.
Does an Oregon LLC have to file an annual report?
Yes. Every Oregon LLC must file an annual report with the Secretary of State, Corporation Division, each year and pay a $100 fee. The report is due on the anniversary of the LLC's formation date. It confirms the company's address, its registered agent, and its principal office, and it keeps the LLC active on the state register.
Does Oregon charge a franchise tax on LLCs?
No. Oregon does not impose a franchise tax on LLCs. An LLC taxed as a corporation owes a minimum corporate excise tax of $150, and a business with Oregon commercial activity over $1 million may owe the Corporate Activity Tax. A standard pass-through LLC's main recurring state cost is the $100 annual report fee.
Does Oregon require newspaper publication to form an LLC?
No. Oregon does not require an LLC to publish notice of its formation in a newspaper. This is unlike New York, Arizona, and Nebraska, where publication is a condition of forming or operating. In Oregon the Articles of Organization filing and the annual report are handled entirely through the Corporation Division, with no publication step.
Oregon LLC formation at a glance
You form an Oregon LLC by filing the Articles of Organization with the Secretary of State, Corporation Division, for a $100 filing fee. What defines Oregon is the annual cost cadence rather than any franchise tax. Oregon does not charge a franchise tax, but every LLC must file an annual report each year and pay a $100 fee to stay active, and the report is due on the anniversary of formation. An LLC that elects to be taxed as a corporation owes a minimum corporate excise tax of $150, and a business with Oregon commercial activity over $1 million may owe the Corporate Activity Tax, but a standard pass-through LLC does not face those. Every Oregon LLC must name and maintain a registered agent with a physical Oregon street address to receive lawsuits and official notices. Oregon does not require newspaper publication. If you want to hold a name before filing, Oregon offers a name reservation for a $100 fee. Online filings are typically processed in two to three business days, while mailed applications can take four to six weeks plus mailing time.
Forming a two-owner Oregon LLC, step by step
Suppose two friends in Portland want to open a small design studio as an LLC. First they search the Oregon Secretary of State's business name search to confirm their name is available and includes a designator such as LLC, and they can reserve the name for a $100 fee while they prepare paperwork. Next they appoint a registered agent: one owner lives in Oregon and agrees to serve, using an Oregon street address, not a P.O. box, where legal papers can be delivered during business hours. They then file the Articles of Organization with the Secretary of State, Corporation Division, and pay the $100 filing fee. The LLC legally exists once the Corporation Division files it, typically two to three business days after an online submission. Because they have two members, they also write an operating agreement setting each owner's percentage and how profits split, even though Oregon does not require them to file it. They apply to the IRS for a free EIN so the partnership can file taxes and open a bank account. Finally they calendar the $100 annual report, due each year on the anniversary of formation, so the LLC stays active. If the studio's Oregon commercial activity later passes $1 million, they will track the Corporate Activity Tax, and if they elect corporate tax treatment they will owe the $150 minimum corporate excise tax.
Relevant Laws
Oregon Limited Liability Company Act (ORS Chapter 63)
Oregon Revised Statutes Chapter 63 governs the formation, management, and dissolution of every Oregon LLC. It sets who may form an LLC, the required contents of the Articles of Organization, the registered agent requirement, and the default rules for member-managed and manager-managed companies.
ORS 63.047 (Articles of Organization)
Requires an LLC to be formed by delivering Articles of Organization to the Oregon Secretary of State for filing. The Articles state the LLC's name, its registered agent and registered office, its principal office address, and whether it is member-managed or manager-managed. The filing fee for the Articles of Organization is $100.
ORS 63.111 (Registered agent and registered office)
Requires every Oregon LLC to continuously maintain a registered agent and a registered office in Oregon. The registered agent, an individual residing in Oregon or an authorized business entity, receives service of process and official notices for the company. The registered agent's Oregon street address goes on the Articles of Organization and the annual report.
ORS 63.787 (Annual report)
Requires each Oregon LLC to file an annual report with the Secretary of State, Corporation Division. The report is due each year on the anniversary of the date the LLC was formed, carries a $100 fee, and confirms the LLC's principal office, registered agent, and registered office. Failure to file can lead the Corporation Division to administratively dissolve the LLC.
Oregon Corporate Activity Tax (ORS Chapter 317A)
Oregon's Corporate Activity Tax applies to businesses with more than $1 million in Oregon commercial activity in a year. It is separate from the income tax and is administered by the Oregon Department of Revenue. Most small LLCs fall below the $1 million threshold and do not owe the CAT, but growing companies should track their Oregon commercial activity.
IRS federal tax classification (default pass-through)
The IRS does not tax the LLC as a separate category. By default a single-member Oregon LLC is disregarded and taxed like a sole proprietorship, and a multi-member LLC is taxed as a partnership, with income passing through to the owners. An LLC may instead elect S corporation or C corporation treatment. An LLC taxed as a corporation also owes Oregon's minimum corporate excise tax of $150.
Regional Variances
How forming an LLC in Oregon differs from other states
Annual report every year, not biennial
Oregon requires an annual report each year, due on the anniversary of formation, with a $100 fee under ORS 63.787. States like California use a biennial statement instead. The yearly cadence means an Oregon LLC has a recurring $100 deadline that, if missed, can lead the Corporation Division to administratively dissolve the company.
No franchise tax
Oregon does not charge a franchise tax on LLCs. States like California impose an $800 minimum annual franchise tax regardless of income. In Oregon a standard pass-through LLC's main recurring state cost is the $100 annual report fee, which keeps the cost of running the company low compared with franchise-tax states.
Minimum corporate excise tax and the CAT
An Oregon LLC that elects corporate tax treatment owes a minimum corporate excise tax of $150. Separately, a business with Oregon commercial activity over $1 million may owe the Corporate Activity Tax under ORS Chapter 317A. A standard small pass-through LLC generally faces neither, but growth or a corporate election can trigger them.
No newspaper publication requirement
Oregon does not require you to publish notice of formation in a newspaper. New York, Arizona, and Nebraska do, which adds cost and a deadline. An Oregon LLC is complete once the Corporation Division files the Articles of Organization, with no publication step.
Formation document and filing office
Oregon uses the Articles of Organization, filed with the Secretary of State, Corporation Division. Some states call the document a Certificate of Formation or Certificate of Organization, and some route filings through a Division of Corporations rather than the Secretary of State.
Suggested Compliance Checklist
Confirm your LLC name is available and compliant
Before filing days after startingSearch the Oregon Secretary of State's business name search to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Corporation Division for a $100 fee while you prepare your Articles of Organization.
Appoint a registered agent
Before filing days after startingOregon requires a registered agent with a physical Oregon street address who is available during business hours to accept legal documents. Decide whether you, a co-owner who lives in Oregon, or a commercial registered agent service will serve. You will name the agent on the Articles of Organization, so settle this first.
File the Articles of Organization with the Corporation Division
To create the LLC days after startingFile the Articles of Organization with the Oregon Secretary of State, Corporation Division, and pay the $100 filing fee. The LLC legally exists only once the Corporation Division files it, typically two to three business days after an online submission. Keep the filed confirmation as proof of formation.
Adopt an operating agreement
At or soon after formation days after startingPut the ownership percentages, profit split, management structure, and exit rules in writing. Oregon's LLC act lets members govern the company through an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft.
Get a federal EIN from the IRS
Before opening a bank account or hiring days after startingApply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate.
File the annual report with the Corporation Division
Each year on the anniversary of formation days after startingFile the annual report with the Oregon Secretary of State, Corporation Division, each year on the anniversary of the date your LLC was formed, and pay the $100 fee. It confirms the LLC's principal office, registered agent, and registered office. Missing it can lead the Corporation Division to administratively dissolve the LLC.
Track Oregon tax obligations
Ongoing, by your tax filing dates days after startingA default pass-through LLC reports income on the owners' Oregon returns. If your LLC elects corporate tax treatment, it owes the corporate excise tax with a $150 minimum. If your Oregon commercial activity passes $1 million, track the Corporate Activity Tax under ORS Chapter 317A. Confirm current thresholds and due dates with the Oregon Department of Revenue.
| Task | Description | Document | Days after starting |
|---|---|---|---|
| Confirm your LLC name is available and compliant | Search the Oregon Secretary of State's business name search to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Corporation Division for a $100 fee while you prepare your Articles of Organization. | - | Before filing |
| Appoint a registered agent | Oregon requires a registered agent with a physical Oregon street address who is available during business hours to accept legal documents. Decide whether you, a co-owner who lives in Oregon, or a commercial registered agent service will serve. You will name the agent on the Articles of Organization, so settle this first. | - | Before filing |
| File the Articles of Organization with the Corporation Division | File the Articles of Organization with the Oregon Secretary of State, Corporation Division, and pay the $100 filing fee. The LLC legally exists only once the Corporation Division files it, typically two to three business days after an online submission. Keep the filed confirmation as proof of formation. | - | To create the LLC |
| Adopt an operating agreement | Put the ownership percentages, profit split, management structure, and exit rules in writing. Oregon's LLC act lets members govern the company through an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft. | llc-operating-agreement | At or soon after formation |
| Get a federal EIN from the IRS | Apply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate. | - | Before opening a bank account or hiring |
| File the annual report with the Corporation Division | File the annual report with the Oregon Secretary of State, Corporation Division, each year on the anniversary of the date your LLC was formed, and pay the $100 fee. It confirms the LLC's principal office, registered agent, and registered office. Missing it can lead the Corporation Division to administratively dissolve the LLC. | - | Each year on the anniversary of formation |
| Track Oregon tax obligations | A default pass-through LLC reports income on the owners' Oregon returns. If your LLC elects corporate tax treatment, it owes the corporate excise tax with a $150 minimum. If your Oregon commercial activity passes $1 million, track the Corporate Activity Tax under ORS Chapter 317A. Confirm current thresholds and due dates with the Oregon Department of Revenue. | - | Ongoing, by your tax filing dates |
Frequently Asked Questions
An LLC, or limited liability company, is a business structure that separates the company from its owners as a matter of law. The owners, called members, are generally not personally liable for the company's debts or lawsuits, so a creditor usually cannot reach a member's home or personal savings for a business obligation. In Oregon, LLCs are created under the Oregon Limited Liability Company Act in ORS Chapter 63. An LLC pairs that liability protection with pass-through taxation and lighter paperwork than a corporation.
You file the Articles of Organization with the Oregon Secretary of State, Corporation Division, and pay a $100 filing fee. The Articles list the LLC's name, its registered agent and registered office, its principal office, and whether it is member-managed or manager-managed. Under ORS 63.047 the company legally exists only once the Corporation Division files the document, not when you submit it. Online filings are typically processed in two to three business days.
Under ORS 63.787, the annual report is due each year on the anniversary of the date the Corporation Division filed your Articles of Organization, and the fee is $100 each time. The report confirms the LLC's principal office, registered agent, and registered office. Missing it can lead the Corporation Division to administratively dissolve the LLC, so calendar the anniversary date when you form. Attorney help with compliance questions is available as an option.
Oregon lets you hold an available name before filing your Articles of Organization by paying a $100 name reservation fee to the Corporation Division. Reserving is optional; many filers skip it and go straight to filing. Before you reserve or file, search the Secretary of State's business name search to confirm the name is available and includes a required designator such as LLC or Limited Liability Company.
By default an Oregon LLC is a pass-through entity, so its income is reported on the owners' personal Oregon returns rather than taxed at the entity level. An LLC that elects to be taxed as a corporation owes Oregon's corporate excise tax, with a $150 minimum. A business with Oregon commercial activity over $1 million may also owe the Corporate Activity Tax. Confirm current rules with the Oregon Department of Revenue, since tax provisions change.
Under ORS 63.111, your registered agent must have a physical Oregon street address, not a P.O. box, and be available during business hours to accept lawsuits and official state mail. You can serve yourself, name a co-owner who lives in Oregon, or hire a commercial registered agent service. Oregon requires you to continuously maintain the agent and to list them on both the Articles of Organization and the annual report.
No. Oregon does not require you to file an operating agreement with the Corporation Division, and it is not part of the Articles of Organization. Oregon's LLC act lets members govern the company through the agreement, which sets ownership percentages, profit splits, management, and exit rules, and it overrides the act's default rules. Written agreements matter most for multi-member LLCs. Attorney review of the agreement is available as an option through DocDraft.
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