Oregon: LLC Registered-Agent and Registered-Office Requirements
The short answer
An Oregon LLC must continuously maintain both a registered agent and a registered office at a physical Oregon street address where the agent can be personally served. The agent may be a resident individual, a listed domestic entity, or an authorized foreign entity whose business office is the registered office; a commercial mail receiving agency, mail-forwarding business, or virtual office cannot be the registered office. Agent changes take effect on filing, resignation generally takes effect on day 31, and loss of the agent or office can lead to Secretary-of-State service and administrative dissolution after notice and a 45-day cure period.
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This is the general rule in Oregon. Ezel applies current Oregon law to your specific facts and answers with citations to the statutes.
| Governing law and terminology | Oregon Limited Liability Company Act; 'registered agent' and 'registered office' (ORS 63.111, 63.951) |
|---|---|
| Continuous designation duty | Domestic LLC must continuously maintain both an Oregon registered agent and registered office; articles name the initial agent and office (§§ 63.047(b), 63.111(1)) |
| Eligible individual | Individual must reside in Oregon and have a business office identical to the registered office; no separate statutory age, citizenship, or license requirement (§ 63.111(2)(a)) |
| Eligible entity and self-service | Domestic LLC/corporation/professional corporation/nonprofit, or authorized foreign counterpart, may serve if its business office is the registered office; no separate owner category or express represented-LLC exclusion (§ 63.111(2)(b)-(c)) |
| Registered office, address, and hours | Physical Oregon street address where process may be personally served; may share an LLC business location, but not a commercial mail receiving agency, mail-forwarding business, or virtual office; no exact hours stated (§ 63.111(1)) |
| Consent and initial filing | Organizer-signed articles name the initial agent and give the office street and different mailing address; no separate initial agent signature or acceptance filing. A later change states that the new agent consented (§§ 63.047(b), 63.114(1)(c); SOS form) |
| Change, resignation, and replacement | LLC files a statement of change; filing ends the old appointment and starts the new one on its effective date. Agent resignation ends on replacement or day 31 after filing and requires a copy to the LLC (§§ 63.114, 63.117) |
| Agent duties and service | Agent is authorized to receive process, notices, and demands; Chapter 63 states no separate general forwarding deadline for the private agent (§ 63.121(1)) |
| Lapse consequences and fallback service | No agent/office or failure to report a change is an administrative-dissolution ground; written notice starts a 45-day cure. If agent is absent/unfindable with reasonable diligence, Secretary-of-State service plus required mailings applies (§§ 63.121(2)-(3), 63.647(4)-(5), 63.651) |
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Requirements one by one
Who may serve and where the office must be
ORS 63.111 permits three routes: an Oregon-resident individual, a listed domestic entity, or an authorized foreign entity. Every route ties the agent's business office to the registered office. The statute states:
The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office.
An owner or manager does not qualify merely because of that company role. The person must independently satisfy the resident-individual rule. A domestic LLC is one of the listed entity types, and the section states no separate exclusion for the represented LLC.
Formation, consent, and later changes
The organizer-signed articles identify the initial agent and the registered office's street address and different mailing address. The current Secretary-of-State form describes the agent as the person or entity that will accept legal service and does not provide a separate initial agent-acceptance signature.
A later change is more explicit. ORS 63.114 requires the statement to say that the new agent consented and that the new registered-office street address and the agent's business-office street address are identical. Filing the statement ends the old appointment and establishes the replacement on the filing's effective date.
Resignation and replacement timing
A resigning agent files a signed statement and gives the LLC a copy at the mailing address or principal office shown in the Secretary of State's records. The appointment ends on the earlier of a replacement under ORS 63.114 or the 31st day after the resignation statement was filed.
The day-31 rule protects the timing of the resignation; it is not a safe period for the LLC to ignore replacement. ORS 63.111 still imposes a continuous-maintenance duty, and ORS 63.647 treats being without an agent or office as an administrative-dissolution ground.
Service and loss of coverage
The private agent is authorized to receive process, notices, and demands for the LLC. Chapter 63 does not separately state a numbered forwarding deadline for the private agent.
If the LLC has no agent, or the agent cannot with reasonable diligence be found at the registered office, ORS 63.121 makes the Secretary of State a fallback agent. The person serving must also send the papers by certified or registered mail to both the last registered office and the address reasonably believed most likely to provide actual notice, then file the return receipt and compliance affidavit.
Administrative dissolution
Having no registered agent or office, or failing to report a change, resignation, or discontinued office, allows the Secretary of State to begin an administrative-dissolution proceeding. The LLC receives written notice and has 45 days to cure or disprove each ground. If dissolved, it continues to exist but may act only to wind up, liquidate, notify claimants, or pursue an available reinstatement route.
What trips people up
A mailbox service is not the registered office. Oregon expressly excludes a commercial mail receiving agency, mail-forwarding business, and virtual office even when the location supplies a street-form address.
The statute does not prescribe a clock-time schedule. It requires a physical street address where the agent can be personally served, but it does not state an 8-to-5 or other exact daily availability window.
Fallback service and dissolution are separate tracks. Secretary-of-State service can keep a lawsuit moving, while the entity-status process separately provides notice and a 45-day cure before administrative dissolution.
Common questions
Can an Oregon LLC member be the registered agent?
Yes, if the member is an individual who resides in Oregon and uses a business office identical to the qualifying registered office. Membership alone is not the qualification.
Can the registered office be the LLC's ordinary workplace?
Yes. ORS 63.111 says it may, but need not, be the same as a place where the LLC does business. The location must still meet the physical-address and service requirements.
Does the LLC have to wait 31 days to replace a resigning agent?
No. A replacement filing under ORS 63.114 can end the resigning agent's appointment sooner. The continuous-maintenance rule favors filing the replacement promptly.
Statutes and sources
- ORS 63.047, 63.111, 63.114, 63.117, 63.121, 63.647, 63.651, and 63.951. Current 2025 Edition of the Oregon Limited Liability Company Act. Official chapter (accessed July 28, 2026).
- Oregon Secretary of State forms. LLC Articles of Organization and Information Change (accessed July 28, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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