Domestic LLC Formation Filing Requirements in Oregon
At a glance
| Governing law and filing record | Oregon LLC Act, ORS ch. 63; Corporation Division Articles of Organization (ORS 63.044–.051) |
|---|---|
| Organizer and signature | One or more age-18+ individuals or entities; need not be members. Articles signed by/on behalf of forming persons; each organizer named/addressed and signs with name, capacity, and perjury declaration (§§ 63.004, 63.044, 63.047(1)(e)) |
| Required entity and purpose terms | Compliant LLC name/designator; perpetual statement or latest dissolution date. No purpose clause for ordinary LLC; any lawful business permitted (§§ 63.047(1)(a), (f), 63.074, 63.094) |
| Addresses and service fields | Registered-office Oregon street address + different mailing address; agent name; state-notice mailing; principal-office physical street + different mailing; every organizer address; direct-knowledge person's address (§ 63.047(1)(b), (c), (e), (h), (i)) |
| Management and owner disclosure | State manager-management if used; current form requires member/manager choice. Publicly name/address 1 member, manager, or authorized representative with direct knowledge; no full owner/manager roster or percentages required (§ 63.047(1)(d), (i); SOS form) |
| Optional and restricted provisions | Other lawful internal-affairs provisions allowed; current form offers benefit-company and indemnification elections. Professional-service statement applies only if relevant and is outside ordinary scope (§ 63.047(1)(g), (2); SOS form) |
| Filing method, fee, and attachments | Online or paper by mail/fax; $100 nonrefundable processing fee. Ordinary form has no separate mandatory attachment; attach extra pages only for added provisions or fields (SOS, as of July 29, 2026) |
| Formation and effective date | Exists when SOS files articles, or at stated delayed date/time no later than 90 days after filing; date without time = 12:01 a.m. (§§ 63.011, 63.051) |
| Publication and initial follow-up | No formation publication, proof filing, or separate initial report. Annual renewal is later and belongs to the recurring-report survey (ORS ch. 63; SOS fee schedule) |
Requirements one by one
Governing law and filing record
Oregon forms an ordinary domestic LLC through Articles of Organization under the Oregon Limited Liability Company Act, ORS Chapter 63. The filing goes to the Secretary of State's Corporation Division.
Organizer and signature
One or more individuals age 18 or older or other entities may organize the LLC, and organizers need not be members. Every organizer's name and address becomes part of the articles. ORS 63.004 requires the filing to be signed by or on behalf of one or more people forming the company and requires the signer's name, capacity, and statutory declaration under penalty of perjury.
Required entity and purpose terms
The name must use “limited liability company,” “L.L.C.,” or “LLC,” avoid the prohibited entity-type terms in ORS 63.094, and be distinguishable in the state records. The articles also state perpetual duration or the latest dissolution date.
An ordinary LLC does not file a purpose clause. ORS 63.074(1) permits any lawful business or purpose unless the articles choose a narrower one.
Addresses and service fields
Oregon's articles collect several different public addresses: the registered office's Oregon street address and any different mailing address; a separate mailing address for state notices; the principal office's physical street address and any different mailing address; every organizer's address; and the direct-knowledge individual's address.
The registered agent is named at the registered office. Agent eligibility and later changes belong to the registered-agent survey.
Management and owner disclosure
The statute requires a manager-management statement when managers will govern; the current form asks every filer to choose member- or manager-management.
The filing must also name and address at least one individual who is a member, manager, or authorized representative with direct knowledge of the LLC's operations and activities. Oregon does not require a complete owner or manager roster or ownership percentages in the ordinary articles. The form's separate owner and manager boxes are marked as information that may be required by a bank, not as the statutory full-roster rule.
Optional and restricted provisions
ORS 63.047(2) permits other provisions not inconsistent with law for regulating the LLC's internal affairs. The current form specifically offers benefit-company and indemnification elections, plus an attachment for other terms. A professional-service description applies only when the LLC will render such a service and is outside this ordinary nonprofessional scope.
Filing method, fee, and attachments
The Corporation Division supports online filing and mail/fax service. The current nonrefundable processing fee is $100. The ordinary form does not list a separate mandatory cover sheet, consent, or owner attachment; extra pages are used only when needed for additional provisions or information.
Formation and effective date
Under ORS 63.051, the LLC exists when the Secretary of State files the articles unless they state a delayed effective date. ORS 63.011 permits a stated later date and time no more than 90 days after filing. If a delayed date is stated without a time, the statute uses 12:01 a.m.
Current paper Form LLC does not show a labeled delayed-date field. A delayed term therefore must be included in the filing rather than inferred from agency processing time.
What trips people up
The direct-knowledge field is mandatory even though a complete owner or manager list is not. The person may be a member, manager, or authorized representative, but must be an individual with direct knowledge of operations and business activities.
Oregon requires no formation newspaper publication, proof filing, or separate initial report. The $100 annual renewal shown on the fee schedule is a later recurring filing, outside this formation page.
Common questions
Must I reserve the LLC name before filing?
No. ORS 63.097 says a person may reserve a conforming name for 120 days. The current optional name-reservation fee is $100.
Does filing automatically create exclusive trade-name rights?
No. ORS 63.094(7) preserves the separate law governing unfair competition, unfair trade practices, and acquisition and protection of trade names.
Statutes and sources
- ORS 63.004, 63.011, and 63.044–63.051 — execution, public fields, organizers, filing effectiveness, and formation. https://www.oregonlegislature.gov/bills_laws/ors/ors063.html (accessed July 29, 2026).
- ORS 63.074, 63.094, and 63.097 — lawful purposes, LLC name rules, and optional name reservation. https://www.oregonlegislature.gov/bills_laws/ors/ors063.html (accessed July 29, 2026).
- Oregon Secretary of State — current LLC articles form, fee schedule, and registration page (accessed July 29, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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