Oregon Foreign LLC Certificate of Authority Filing Package

OREGON FOREIGN LLC — APPLICATION FOR AUTHORITY TO TRANSACT BUSINESS

Filing Authority: Oregon Secretary of State, Corporation Division
Statute: ORS § 63.707
Official Form: Form 110 — Application for Authority to Transact Business — Foreign Limited Liability Company
Filing Fee: $275.00
Annual Renewal Fee: $100.00

1. OVERVIEW

A limited liability company organized under the laws of any state or jurisdiction other than the State of Oregon must obtain authority to transact business in Oregon before it conducts business in the state. Under ORS § 63.701, a foreign LLC may not transact business without authority. ORS § 63.704 bars an unregistered foreign LLC from maintaining an action in Oregon courts and imposes civil penalties.

Oregon's combined application is filed with the Corporation Division of the Oregon Secretary of State. The application requires a current certificate of existence (within 60 days of delivery) from the home jurisdiction, OR — if the home jurisdiction provides free internet access to a searchable registry — the registry number alone suffices under ORS § 63.707(2)(b).

2. PRE-FILING CHECKLIST

☐ Confirm the LLC is in good standing in its home jurisdiction.
☐ Obtain a Certificate of Existence (also called Certificate of Good Standing) from the home jurisdiction, dated within 60 days of delivery to the Oregon Corporation Division. (Exception: free, searchable home-state registry under ORS § 63.707(2)(b).)
☐ Conduct a name availability search in the Oregon Business Registry Database (sos.oregon.gov/business).
☐ If the LLC's true name is unavailable or does not comply with ORS § 63.717, prepare an alternate name and the appropriate consent.
☐ Confirm the LLC name contains "Limited Liability Company," "LLC," or "L.L.C." (ORS § 63.094 standards apply to foreign LLCs through ORS § 63.717).
☐ Appoint an Oregon registered agent with a physical Oregon street address.
☐ Obtain registered agent's consent (filed concurrently with application).
☐ Determine the date the LLC first transacted business in Oregon (for ORS § 63.704 penalty exposure).
☐ Determine management structure (member-managed or manager-managed).
☐ Confirm principal office street address and mailing address.
☐ Determine the LLC's home-jurisdiction registry/identification number.
☐ Prepare $275 filing fee, made payable to "Corporation Division."
☐ Identify FEIN for post-qualification tax registrations with the Oregon Department of Revenue.

3. NAME DISTINGUISHABILITY (ORS § 63.717)

Name reservation is available for 120 days for $100 (filed with the Corporation Division). Assumed Business Name (ABN) registration is a separate filing — $50 for two years.

4. APPLICATION FOR AUTHORITY TO TRANSACT BUSINESS (FORM 110)

Reproduce on Form 110 provided by the Oregon Corporation Division. Fields below mirror the official form.

STATE OF OREGON
SECRETARY OF STATE — CORPORATION DIVISION
APPLICATION FOR AUTHORITY TO TRANSACT BUSINESS
FOREIGN LIMITED LIABILITY COMPANY (Form 110)

Pursuant to ORS § 63.707, the undersigned foreign limited liability company applies for authority to transact business in the State of Oregon and states as follows:

1. Name of Foreign Limited Liability Company:
[________________________________]

The name must contain the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." and must be identical to the name of record in the home jurisdiction.

2. Alternate Name for Use in Oregon (if true name is unavailable or non-compliant):
[________________________________]

3. State or Country of Organization: [________________________________]

4. Registry Number in Home Jurisdiction: [________________________________]

Provide a web-verifiable registry number. If the home jurisdiction does not provide free online registry access (e.g., Delaware, New Jersey), attach a Certificate of Existence dated within 60 days of delivery.

☐ Certificate of Existence attached (required if home jurisdiction does not provide free online registry verification)

5. Date of Organization: [__/__/____]

6. Period of Duration: ☐ Perpetual ☐ Specific Termination Date: [__/__/____]

7. ORS § 63.714(3) Statement. The undersigned hereby certifies that this foreign limited liability company satisfies the requirements of ORS § 63.714(3) (i.e., it has not undertaken acts in Oregon that are precluded by Oregon law for domestic LLCs and remains in compliance with all applicable Oregon laws).

8. Oregon Registered Agent:

Must be an Oregon street address (no P.O. boxes) identical to the registered agent's business office.

9. Address of Principal Office of the Business:

10. Address Where the Division May Mail Notices: [________________________________]

11. Management Structure:
☐ This LLC will be member-managed by one or more members.
☐ This LLC will be manager-managed by one or more managers.

12. Optional — Names and Addresses of Members or Managers (not required by ORS § 63.707 but commonly included):

13. Execution. I declare as an authorized signer, under penalty of perjury, that this document does not fraudulently conceal, fraudulently obscure, fraudulently alter, or otherwise misrepresent the identity of the person or any members, managers, employees, or agents of the limited liability company. This filing has been examined by me and is, to the best of my knowledge and belief, true, correct, and complete. Making false statements in this document is against the law and may be penalized by fines, imprisonment, or both.

14. Contact Information (to resolve questions about this filing):

5. FEE SCHEDULE

Make payment by check payable to "Corporation Division." Processing fees are nonrefundable. Filings may be submitted online via the Oregon Business Registry or by mail to:
Secretary of State — Corporation Division, 255 Capitol St. NE, Suite 151, Salem, OR 97310-1327
Phone: (503) 986-2200

6. POST-QUALIFICATION COMPLIANCE

☐ Register with the Oregon Department of Revenue for applicable taxes:
☐ Corporate Activity Tax (CAT) — applies to taxpayers with Oregon commercial activity exceeding $1 million (ORS Chapter 317A); registration required if Oregon commercial activity exceeds $750,000.
☐ Withholding tax (if Oregon employees)
☐ Transit district taxes (TriMet, Lane Transit) if Oregon payroll
☐ Pass-through entity elective tax (PTE-E), if elected
☐ Register with the Oregon Employment Department for Unemployment Insurance if employing Oregon workers.
☐ Register with the Oregon Department of Consumer and Business Services (DCBS) for workers' compensation insurance coverage if employing Oregon workers.
☐ Obtain Oregon Business Identification Number (BIN) via Oregon's Combined Employer's Registration.
☐ File Annual Report within the anniversary month of the original Oregon authority filing. Fee: $100. Failure to file results in administrative dissolution.
☐ Maintain a continuous Oregon registered agent.
☐ File Articles of Amendment within 60 days if true name, jurisdiction, duration, or management structure changes.
☐ Local licenses: many Oregon cities (Portland, Eugene, Salem) require local business licenses. Portland imposes a Business License Tax.
☐ Sales tax: Oregon has NO statewide sales tax; some local lodging/transient taxes apply.

7. ANNUAL REPORT TIMELINE

8. AMENDMENT OF FOREIGN LLC AUTHORITY

A registered foreign LLC must file Articles of Amendment to the Application for Authority within 60 days of any change to:

☐ The LLC's true name
☐ The state or country of organization
☐ The duration
☐ The management structure (member-managed vs. manager-managed)

Filing fee: $50.

Registered agent / registered office changes are filed separately on the Information Change form (no fee for online filing).

9. WITHDRAWAL PROCEDURE (ORS § 63.737)

A foreign LLC that ceases to transact business in Oregon must file an Application for Withdrawal with the Corporation Division ($50 fee).

WITHDRAWAL CHECKLIST:

☐ File all delinquent annual reports and pay outstanding fees.
☐ Settle Oregon tax obligations: file final returns for CAT, withholding, transit district taxes, and any other applicable accounts.
☐ Obtain Oregon Department of Revenue tax clearance, if requested.
☐ Cancel any Oregon Assumed Business Name registrations.
☐ Prepare and file Application for Withdrawal:

☐ Cancel Oregon BIN and close payroll/UI/workers' comp accounts.
☐ Retain a copy of the Certificate of Withdrawal.

10. PENALTIES FOR TRANSACTING WITHOUT AUTHORITY (ORS § 63.704)

A foreign LLC transacting business in Oregon without authority:

• May NOT maintain a proceeding in any Oregon court until it obtains authority.
• Remains liable for all fees and taxes that would have been imposed for the period of unauthorized transaction.
• Is subject to a civil penalty payable to the State of Oregon — assessed by the Corporation Division.
• Failure to register does NOT impair the validity of contracts or acts and does NOT prevent the LLC from defending an action.
• The LLC may obtain authority retroactively by curing the registration and paying all back-fees and penalties.

11. NOTABLE 2024–2025 DEVELOPMENTS

• The Oregon Corporate Activity Tax (CAT) continues to apply to commercial activity exceeding $1 million (registration threshold at $750,000). Foreign LLCs with Oregon-sourced gross receipts above thresholds must register separately.
• The Oregon Corporation Division has expanded online filings — annual reports, name reservations, and ABN renewals are processed substantially faster online.
• Continued federal Corporate Transparency Act / BOI reporting requirements may apply to foreign-qualified LLCs (verify current FinCEN enforcement posture given recent federal litigation).
• 2023 legislation (HB 2191) created Oregon's beneficial ownership disclosure requirements for entities formed or qualifying in Oregon — verify status of implementing rules through the Corporation Division.

12. SOURCES AND REFERENCES

• ORS § 63.701 — Authority to transact business required
• ORS § 63.704 — Consequences of transacting business without authority
• ORS § 63.707 — Application for authority to transact business
• ORS § 63.714 — Effect of authority
• ORS § 63.717 — Name of foreign LLC
• ORS § 63.737 — Withdrawal
• Oregon Secretary of State, Corporation Division: sos.oregon.gov/business
• Form 110 — Application for Authority to Transact Business
• Oregon Department of Revenue — CAT and pass-through guidance: oregon.gov/dor
• Oregon Business Xpress: oregon.gov/business