Oregon Foreign Registration / The activity test
What counts as transacting business for an out-of-state LLC in Oregon
Oregon law says a foreign LLC must hold the Secretary of State's authorization before it transacts business here, and it carves out 11 activities while admitting the carve-out list is not exhaustive. Authority costs $275 and renews at $275 a year, so it pays to know where your company stands.
The structure of the test
Oregon does not define transacting business. The statute gives a duty, a list of exclusions and the words "among others." What falls outside the list turns on the facts, so an Oregon office, staff or recurring customers point toward registering.
The eleven exclusions
Eleven kinds of activity do not count. In plain terms, an LLC is outside the duty when it is only: defending or settling a lawsuit; holding its own meetings; keeping bank accounts; running an office to transfer its own securities; using independent contractors to sell; taking orders that need acceptance elsewhere; borrowing, lending or taking security; collecting debts and enforcing security interests; owning property without more; finishing one isolated job inside 30 days with no repeat dealings; or engaging in interstate commerce.
Owning property "without more"
Owning real or personal property is on the list only "without more." Holding land that sits idle is one thing. Renting it out, operating on it, or using it as a base for regular work may add the "more" that takes the LLC outside the exclusion. Where income or day-to-day activity attaches to the property, the list may no longer cover it.
Common situations
| Situation | Where it falls | What it suggests |
|---|---|---|
| Defending a lawsuit in Oregon | On the list | No authority needed for that alone |
| An Oregon bank account | On the list | No authority needed for that alone |
| Sales via independent contractors | On the list | No authority needed for that alone |
| Orders accepted by the home office | On the list | No authority needed for that alone |
| Owning an idle parcel | On the list, "without more" | No authority needed for that alone |
| Operating or renting property | Beyond "without more" | Leans toward registering |
| An Oregon office or employees | Outside the list | Leans toward registering |
| A single job done within thirty days | One-off job rule | Turns on whether dealings repeat |
The table paraphrases the statute. Your own facts decide.
Counting the thirty days
The isolated-transaction exclusion needs the transaction to be completed within 30 days. If the job runs longer, or if the company returns for another, the exclusion no longer fits.
Employees, offices and stock
None of these appears among the exclusions. A company that has staff doing its regular work in Oregon, an office or store there, or inventory held for local sale looks like one transacting business, and it is the situation for which registration exists.
Online sales
An LLC that sells to Oregon customers online and ships from elsewhere is in the order-taking and interstate commerce part of the list when orders are accepted outside Oregon. Adding a warehouse, a local service team or an Oregon storefront moves it away from that safe harbor.
Remote workers and contractors
An employee working from home in Oregon is not mentioned in the exclusions. Staff in the state doing the company's regular work suggest registering. Contractors are a different matter: sales run through independent contractors are on the list, but a freelancer doing your core work is closer to the line.
Orders and shipping
Orders that need acceptance outside Oregon before they become contracts are on the list, and so is business in interstate commerce. A company that accepts orders at its home office and ships goods in is inside those exclusions. A company that stores stock in Oregon, services it there or staffs a local sales office is nearer the edge.
Authority is not a tax ruling
The exclusions answer whether the LLC may transact business in Oregon without authority. They do not answer questions about Oregon taxes or licensing, which other laws decide.
What a wrong guess costs
An LLC that should have registered is barred from suing in Oregon until it does, and the bar follows a successor or assignee. It also owes the state the fees it missed. Contracts it signed and acts it took stay in force, and it may defend a suit. The penalty page puts numbers on the back fees.
If you are already past the line
Apply for authority in the ordinary way. We prepare the application for $199; if the back-fee amount matters to you, put the date your Oregon activity began to your own lawyer.
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.
Scenario questions
Does a trade show booth count?
A short visit wrapped up within thirty days, with no run of repeated dealings, fits the isolated transaction exclusion.
We have one Oregon customer. Do we register?
One isolated job wrapped up within thirty days is on the list; repeat work is not.
We own a rental house in Oregon.
Owning property is excluded only "without more," and renting it out may be the more.
Do these exclusions protect us from Oregon taxes?
They concern the authority to transact business. Other laws set tax rules.
We deliver services into Oregon from Washington.
That is a question of facts. Regular on-site work in Oregon leans toward registering.
Does having an Oregon bank account trigger registration?
No. Bank accounts are on the exclusion list.
We hire a freelancer in Oregon.
Contractor-run sales are on the list; a freelancer doing your regular work is a different question.
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
Ready to register in Oregon?
Order now and we start with the name check.