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Oregon’s business climate is thriving, thanks to a growing population, an educated workforce, abundant natural resources, and a relatively affordable climate compared to neighboring California and Washington. If you want tostart an LLCon America’s West Coast, you may find Oregon appealing. If you'restarting a businessin Oregon, here are the 12 steps to establish an Oregon limited liability company (LLC).
How to start an LLC in Oregon
- Name your Oregon LLC
- Create a business plan
- Get an employer identification number (EIN)
- File Oregon Articles of Organization
- Choose a registered agent in Oregon
- Obtain business licenses and permits
- Understand Oregon state tax requirements
- Prepare an operating agreement
- Examine business insurance options in Oregon
- Understand financial considerations
- Market your LLC
What is an LLC?
Alimited liability company, or LLC, is a common business entity for small businesses throughout the US. They can have one or more owners, known as “members.” An LLC with one owner is a “single-member” LLC, while an LLC with more than one owner is a “multi-member” LLC. The main benefit of opting for the LLC business structure is members are shielded from most business liabilities and debts, so they aren’t held personally responsible for legal claims against the company.
The Internal Revenue Service (IRS) treats LLCs as pass-through entities, meaning company profits and losses pass through to the LLC members, who report these sums when filing federal income taxes.
Is an LLC right for you?
Limited liability companies combine the relative simplicity of sole proprietorships with the financial flexibility and asset protection of corporations—without being as burdensome to maintain. The two core benefits of Oregon LLCs are:
- Personal asset protection.If an LLC is sued or goes bankrupt, it doesn’t impact its small business owner’s personal assets. The legal structure of an LLC shields its members’ personal property from creditors and litigants and shields its members from personal liability if the LLC breaks the law.
- Avoiding double taxation. With respect to federal taxes, LLCs are “pass-through” entities, meaning they pass profits and losses through the company to individual LLC members. This allows the company to avoid double taxation, i.e., personal and business taxes assessed on the same income. If an LLC loses money during a business year, its owners can claim a deduction on their personal income taxes.
1. Name your Oregon LLC
You’re now ready to start interfacing with the state of Oregon as you establish your LLC. You first need to settle on abusiness name. A good name steers your potential customers’ first impressions and hints at your company’s offerings. Keep the following in mind as you name your business:
- Pick an original business name.Oregon LLC naming guidelines stipulate that all LLCs must include the phrase “Limited Liability Company” or its abbreviations (“LLC” or “L.L.C.”) in their official business names. Your name must also be unique. Confirm it hasn’t been taken by another entity with the Oregon Secretary of State’sbusiness name search tool.
- Register your name.Register your entity name with theOregon business registry, run by the Secretary of State Corporation Division, for a $100 filing fee.
- Explore a DBA.DBA stands for “doing business as.” A DBA allows a company to organize under one legal name but interface with customers under a different business name. For instance, Turnbull Intra-Family Enterprises LLC could operate under the DBA Sally Anne’s Chocolates. To use a DBA, file anAssumed Business Name Registration form. The filing fee is $50. Shopify offers additional resources onthe DBA process.
- 注册一个域名和社交媒体处理。Secure an online domain name and social media handles that align with your business name or DBA to help customers easily find your business online. Check out Shopify’sdomain name generatorto facilitate the process.
2. Create a business plan
Seasoned entrepreneurs know the power of good business plans. Abusiness planincludes your company’s name, along with a brief description of what it sells. It also often includes a mission statement, business objectives, organizational structure, market analyses, expected revenue streams, and other metrics. Shopify’sbusiness plan template简化了制定商业计划的过程. You can also review existingbusiness plan examplesfor inspiration.
3. Get an employer identification number (EIN)
All Oregon LLCs must obtain a federalemployer identification number(EIN) through the IRS. An EIN is your business’s federal tax identification number and works much like an individual’s Social Security number (SSN). It enables you to hire employees and set up a business bank account for your LLC. You’ll also use this EIN when registeringForm 150-211-055: Combined Employer’s Registrationwith the Oregon Secretary of State’s office (only required if you have employees).
4. File Oregon Articles of Organization
Every Oregon LLC must fileArticles of Organization–Limited Liability Companywith the Secretary of State’s office. These documents officially detail basic information about your business. The filing fee is $100. Your Articles must include your:
- Your LLC name
- Your physical street address and email address
- Your registered agent’s name
- Your registered agent’s street address
- All LLC organizers (i.e., founding members’) names and addresses
- At least one managing member’s name and address
- A statement of whether your LLC engages in professional services
5. Choose a registered agent in Oregon
All Oregon LLCs must declare a registered agent to accept tax documents and legal forms on behalf of the company. Your registered agent must maintain a physical street address within the state. (Oregon allows its LLC owners to reside anywhere in the world, but all registered agents must reside in-state.) Your registered agent can be either an individual or a business entity known as aregistered agent service, which may afford greater levels of personal and business flexibility.
6. Obtain a business license and permits
In many cases, you need specific licenses to run a business in Oregon. These are issued by different government agencies—some at the state level and some at the county level. Oregon’sBusiness XPress License Directorymakes it easy to search for the specific licenses you might need in your industry. The Oregon Secretary of State’s office also publishes a well-indexedStart A Business Guidethat steers you through the state’s licensing and permitting requirements.
7. Understand Oregon state tax requirements
Oregon does not charge sales tax, meaning you don’t need to collect or remit sales taxes to the state. But you still have to pay federal taxes to the IRS, and depending on the nature of your business, other taxes and fees to the state of Oregon. These include:
- Annual report.Oregon does not assess a franchise tax, but it does require LLCs to file an annual report for $100. (The state notifies you 45 days before the report is due.) Find more information on theSecretary of State’s website.
- Employer taxes.If your Oregon LLC has employees, you must registerForm 150-211-055: Combined Employer's Registrationwith the Oregon Department of Revenue (DOR). You must remit state withholding taxes for your employees to the DOR on a periodic basis. You also need to pay an unemployment insurance tax through theOregon Employment Department. The exact amount of remittances vary depending on your number of employees and their salaries.
- Corporate tax.Some LLC owners choose to have their company charged as anS corporationrather than use the pass-through taxation model. This is a popular choice among profitable companies that want their earnings taxed at a corporate rate rather than a personal rate. The rate is 6.6% for companies that make up to $1 million in annual income and 7.6% for companies that make more than $1 million in annual income. To use this tax structure, start by filingForm 2553with the IRS. Consult theOregon Department of Revenuewebsite for filing information.
- Industry-specific fees.The Oregon Department of Revenue provides resources about taxes and fees assessed in specific industries such as timber, marijuana, transit, and lodging. Checkthe department’s websiteto see if any of these apply to your industry.
8. Prepare an operating agreement
An LLC operating agreement lays out the ground rules for your business. It establishes LLC membership, member status, and member responsibilities. You do not need an operating agreement to organize your LLC in Oregon. Still, Oregon LLC operating agreements are commonplace because they provide structure and protect LLC member interests. A standard LLC operating agreement includes:
- The LLC’s name and primary business address
- Whether the LLC is intended to be temporary or will continue in perpetuity
- Information on the LLC’s registered agent
- The business’s purpose and mission statement
- A list of LLC members and their respective ownership percentages
- How profits and losses are divided between the members
- The process for admitting new members and removing existing members
- Voting procedures for the membership group
- Various indemnification and liability provisions
9. Examine business insurance options in Oregon
The legal structure of an LLC provides personal asset protection, but this doesn’t mean LLCs don’t need insurance. Some types of insurance, likeworkers’ compensation insurance, are required by Oregon state law, while other policies are not mandated but may be required by other entities like landlords or lenders.
Oregon LLC owners often go beyond the legal minimums for insurance coverage and opt for comprehensive coverage. The Oregon insurance market is governed by theDivision of Financial Regulation, which provides resources for business owners seeking coverage. Common policies include:
- Workers’ compensation insurance.If your Oregon LLC has employees, you needworkers’ compensation insuranceto cover their on-the-job injuries. Note that workers’ compensation does not cover independent contractors.
- General liability insurance.General liability insuranceis useful for any LLC that could be held liable for bodily injury, property damage, slander, libel, or misleading advertising.
- Commercial automobile insurance.All Oregon automobiles must be covered byvehicle insurance, whether they’re used for commercial or personal purposes.
- Unemployment insurance.Oregon employers pay an unemployment insurance tax, which goes to the state’s unemployment insurance fund for laid-off workers.
10. Understand financial considerations
You may choose to explore funding, grants, and special tax benefits to get your Oregon LLC off the ground. Oregon’sStart A Business Guidecan alert you to funding sources. You can also reach out to theUS Small Business Administrationfor additional financial resources. The SBA maintainsan office in Portlandthat covers much of the state. (Parts of northern Oregon are covered by the SBA’s Seattle office, while parts of eastern Oregon are covered by the SBA’s Boise office.) For additional resources, consider a merchant support service likeShopify Capital
11. Market your LLC
Once you’ve handled the legal aspects of establishing your Oregon LLC, you can pivot to the marketing andbrand-building process. LLC marketing involves myriad branding choices includingslogans and taglines, color schemes, fonts,logos, and a unified company voice for written material. These components end up in marketing initiatives, including:
- Pay-per-click web ads.The internet plays an elemental role in today’s sales and marketing landscape. Small business startups often benefit from the highly targeted nature of internet ads, which display on web pages, in online videos, and in social media feeds.
- Social media influencer campaigns.Giving your business a social media presence opens the door to all kinds of marketing opportunities. For example, to advertise, you may choose to pay a social media influencer to promote your product or service.
- TV and radio ads.While pricey, traditional TV and radio ads can expose your company to a broad audience.
- Store displays.Some businesses pay to post displays in retail stores to draw attention. These allow customers to directly interact with the products at the point of purchase.
Shopify’ssmall business marketing guidehelps business owners learn the basics of building an online audience, converting customers, and nurturing those customer relationships.
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Start an Oregon LLC FAQ
How much does it cost to start and maintain an LLC in Oregon?
What are the pros and cons of establishing your LLC in Oregon?
Oregon’s drawbacks include relative isolation—it is far from any large American city other than Seattle. While it has no sales tax, its corporate taxes are normal compared to other states. And with notable inflow from other states, Oregon’s cost of living has crept up in recent decades.