Foreign LLC registration in Oregon
Oregon foreign LLC registration: the fee you pay now, and every year after
Authority is $275. The annual report is $275 on each anniversary.
A foreign LLC gets authority to transact business in Oregon by filing an application with the Secretary of State and paying $275. The annual report that follows costs $275 as well, every year, and an LLC that lets it lapse can lose its authority. Oregon also asks for a home-state certificate only when your home state has no free online registry. We fill in the application, check your name against Oregon records and file for $199.
The sections below give the short answers, each with a longer page: the registration guide, the fees, the annual report, the application and what working without authority costs.
Included in your order
Fee and renewal together
$275 to apply, $275 each year after.
Certificate checked
Needed only when your home state has no free online registry.
Name check first
Oregon can lengthen the name with your home state.
Registered agent
We can serve as your Oregon agent, or you name another.
Short questionnaire
Name, home registry number, agent, managers, activity.
A person answers
A preparer replies to Oregon questions.
What you receive
- Authority recordOregon's confirmation of authority.
- Filed applicationA copy of what Oregon accepted.
- Agent entryOur name or yours as Oregon agent.
- Renewal dateThe anniversary on which the annual report falls due.
- The yearly fee shown up front
- Home certificate only if needed
- Oregon agent available
Registering a foreign LLC in Oregon
Check the name
Oregon wants the name exactly as it is at home, and if the name clashes it adds the longer wording that names your home state.
Find your home registry number
Oregon uses it to verify the LLC online. A state with no online search needs a certificate instead.
Choose the Oregon agent
A person or listed entity at an Oregon street address.
Answer the application
Management type, principal office, mailing address for notices and a short activity description.
Pay and file
The Oregon fee is $275.
Calendar the anniversary
The annual report and its $275 fee fall due on the anniversary of the filing.
Oregon authority in brief
| Filing | Application for authority to transact business |
|---|---|
| Filed with | Oregon Secretary of State, Corporation Division |
| Fee | $275 |
| Every year | Annual report, $275, due on the anniversary |
| Home paper | A certificate under 60 days old, unless your home state runs a free searchable registry |
| Name | Exactly as at home; Oregon may add "A Limited Liability Company of" and the home state |
| Agent | A registered agent at an Oregon street address |
| Leaving | Withdrawal, $275 |
When does an out-of-state LLC need Oregon authority?
Before it transacts business in the state. Eleven kinds of activity sit outside the duty, though the statute calls its own list incomplete. They run from defending a lawsuit and holding member meetings to keeping bank accounts, using independent contractors to sell, taking orders accepted elsewhere, lending money, collecting debts, owning property without more, doing one job in 30 days or less, and interstate commerce. Anything beyond the list is a question of fact. The transacting business page sorts cases, and an Oregon lawyer can settle a close one.
What does the application ask?
Eight points in all, from the LLC's name and home registry number to the Oregon agent and the way the LLC is managed. Online, the Secretary of State also asks for a short description of the primary activity and an address for notices.
What does the yearly fee mean for planning?
Registration is not a one-time cost. Oregon sets the annual report fee at the same level as the authority fee, $275, so a registered LLC budgets for it each year. Over the first three anniversaries the state fees come to $1,100, counting the application. A company that stops working in Oregon can withdraw for $275 instead.
Oregon charges by entity
| Entity | To apply | Each year | To amend or leave |
|---|---|---|---|
| LLC | $275 | $275 | $275 |
| Business corporation | $275 | $275 | $275 |
| Nonprofit corporation | $50 | $50 | $50 |
| Limited partnership | $275 | $275 | Quoted when you order |
| Limited liability partnership | $275 | Quoted when you order | $275 |
A corporation applies on its own application, covered on the corporation page.
If the LLC has been working in Oregon already
Without authority, an LLC is shut out of Oregon courts as a plaintiff, and so is any successor or assignee. It also owes the state the fees it skipped, application and annual reports alike, for every year it worked without authority. Its contracts survive, it can defend suits, and members are not personally liable for company debts for this reason alone. The penalty page has worked totals.
The annual report
The report falls due on the LLC's anniversary of the filing. Oregon posts the form to the address on record, but a form that never arrives excuses nothing. A report left unfiled is a ground for revocation, which follows a written notice and a 45-day chance to fix it. The annual report page has the details.
Leaving Oregon
An LLC that is done in Oregon applies to withdraw. In doing so it gives up its authority, ends its agent's role, supplies a mailing address for process and agrees to keep that address current for 5 years. The fee is $275. See the withdrawal page.
Other entities
A foreign corporation applies on its own application for $275, a foreign nonprofit for $50, and a foreign limited partnership for $275. A foreign corporation also files a yearly report, which lists its president and secretary.
The first three years in dollars
| Point in time | Oregon fees so far | Made up of |
|---|---|---|
| Day of filing | $275 | Application |
| First anniversary | $550 | $275 + $275 |
| Second anniversary | $825 | $275 + 2 x $275 |
| Third anniversary | $1,100 | $275 + 3 x $275 |
The curve is linear because the annual fee equals the application fee. Withdrawing at any point stops the climb for $275.
Three cases
A California LLC opens a Portland office with two employees. It cannot rely on the exclusions, so it checks the name, finds its California registry number, names an Oregon agent and files. A Texas LLC buys a single parcel of land in Oregon and does nothing else there. Owning property without more is on the exclusion list, so it may not need to register until it does something with the land. A Delaware LLC sells software to Oregon customers who place orders accepted at its Delaware office, with no staff or office in the state. Those orders fall inside the order-taking and interstate commerce exclusions.
Records and privacy
Everything on the application becomes public record, and Oregon records can be searched by individual name as well as business name. For that reason the Secretary of State suggests avoiding a home address. Listing members or managers is optional, and notices can go to a P.O. box.
A practical order of work
Settle the name first, because it may need the longer form. Then find the home registry number, which tells you whether you need a certificate at all. Line up the Oregon agent third, because the application cannot be filed without an Oregon street address. Fill in the application fourth. Put the anniversary in the calendar last, but do it the same day.
Who should write to us before ordering
Corporations with unusual structures, limited partnerships and limited liability partnerships, which use different applications and, for the partnerships, fees quoted when you order. And any LLC unsure whether its Oregon plans amount to transacting business; the transacting business page sorts the cases.
What Oregon does with the filing
Oregon checks the name against active names, processes a conforming application and returns an acknowledgment. The date on that acknowledgment starts the clock for every later anniversary, so it is the date to keep.
Where we fit
Plenty of owners file the Oregon application without help; the self-filing page lays out the same fees and steps we follow. We take over the preparation: we collect your answers, test the name, line up the agent and file the application. Our charge is $199 and Oregon's is $275; checkout prints each on its own line.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Our fee and Oregon's
Register in Oregon
$275 Oregon fee + $199
Oregon's fee is $275. It appears on its own line at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
$199
Oregon Foreign Registration
- The Oregon application filled in from your answers
- Your name checked against Oregon records first
- An Oregon registered agent, ours or yours
- The authority record returned when Oregon issues it
- Renewal: after the first year, the agent service renews at $149 a year
Oregon foreign LLC questions
Does Oregon send a reminder for the annual report?
It mails the form to the address on record, but not receiving it does not excuse the duty, so calendar the date yourself.
Do I need my operating agreement for the application?
No. The application asks for the points the statute lists, not for the agreement.
How much does Oregon charge to register a foreign LLC?
$275, plus $199 from us.
Does Oregon always want a home-state certificate?
Only if your home state has no free searchable registry. If one is needed it must be under 60 days old.
Can the LLC list its members?
Listing members or managers is optional, though most Oregon banks want at least one listed.
Is the Oregon record public?
Yes. Filings can be searched by business name or individual name.
Can an LLC with no Oregon staff still need to register?
It depends on what it does in the state. Staff, offices and recurring local work point toward registering; interstate sales and orders accepted elsewhere do not.
What name will the LLC use in Oregon?
The name on its home record, or the longer form with "A Limited Liability Company of" and the home state if there is a clash.
Is there a yearly fee?
Yes. The annual report costs $275.
What happens if the annual report is late?
Oregon sends written notice and revokes authority if the problem is not fixed within forty-five days.
Can I use a P.O. box for the agent?
No. The registered office must be a street address suitable for personal delivery.
How do I leave?
Apply for withdrawal for $275.
Sources
- Oregon Business Registry fee schedule
- ORS 56.140, Secretary of State business registry fees
- Oregon Secretary of State, foreign LLC forms
- ORS 63.741, procedure for and effect of revocation
- ORS 63.707, application for authority to transact business
- Oregon Secretary of State, foreign LLC registration guide
- Oregon Secretary of State, application for authority form instructions
- Oregon Secretary of State, business name and structure
- ORS 63.701, authority to transact business required
- ORS 63.787, annual report
- ORS 63.001, definitions, anniversary
- ORS 63.704, consequences of transacting business without authority
- ORS 63.737, grounds for revocation
- ORS 63.734, withdrawal of foreign limited liability company
- ORS 60.787, corporation annual report
Ready to register in Oregon?
Order now and we start with the name check.