Oregon Limited Liability Requirements
- An LLC is a popular business structure.Ryouchin/Digital Vision/Getty Images
A limited liability company, or LLC, is a business organization that combines elements of a corporation and a partnership. Limited liability companies are popular because they allow the owners to avoid the double taxation that accompanies typical corporations, in which the corporation as a whole is taxed on income and the owners or shareholders are later taxed individually for their proportionate share of that same income. Unlike a sole proprietorship or partnership, however, a limited liability company generally shields its owners from personal liability in the absence of fraud or some other illegal activity.
- To form an LLC, a prospective organization must file its articles of organization with the Oregon secretary of state. Included must be the name and address of the LLC, a declaration of whether the LLC is to be manager-managed or owner-managed, the name and address of every organizer and the period of time for the LLC's existence, which can be indefinite. Additionally, an LLC must state in its articles of organization if it intends to offer professional services such as legal or accounting services.
- In Oregon, as in most states, an LLC must have at least one member and that member must be a natural person or entity. Note that because entity is specified, a separate company could be considered a member, assuming it meets the other membership requirements. A member can acquire an interest in the LLC by contributing cash, property, services or a promissory note.
Presence in Oregon
- Every LLC in Oregon must maintain a registered agent in the state. According to the Oregon secretary of state's office, "any individual or registered business with a physical street address in Oregon can consent to serve as the registered agent." The registered agent requirement is easy to meet; a variety of individuals or entities can serve as an agent. For example, officers of a business, such as a chief executive, can act in this capacity. Additionally, the owner or an employee can fill this role. Because attorneys and accountants regularly handle much of the formal duties of a business relating to government regulations and filings, they often serve as the registered agent for the business. It is also possible to have a separate business serve as the registered agent. It is important that the business consent to serve as a registered agent.