Oregon Foreign Registration / Unauthorized business
What an unauthorized foreign LLC owes in Oregon
An Oregon application costs $275, yet an LLC that works there without authority owes every fee it skipped, which is $825 after two years and $1,100 after three, and it is barred from Oregon courts as a plaintiff until it is authorized. The statute sets no fine and no daily charge.
What the statute does and does not do
| Point | Rule |
|---|---|
| Back fees | The fees the LLC skipped: the application and each annual report |
| Court access | No proceeding in an Oregon court until authorized |
| Successors and assignees | Held to the same bar for claims from that business |
| A pending case | The court can pause it until authorization is obtained |
| Contracts and acts | Stand |
| Defending a suit | Permitted |
| Owners | No personal liability for company debts from this alone |
| Fine or daily charge | Not provided |
The rule is in ORS 63.704, and the corporation chapter says the same for foreign corporations.
How back fees are counted
The statute says the LLC is liable for the years or parts of years during which it transacted business without authority, in an amount equal to all the fees imposed by the chapter had it duly applied for authority and then filed every required report. That means one application fee plus one annual report fee for each anniversary that would have passed. The application fee is $275 and each report is $275.
Worked back-fee totals
| Years working without authority | Application | Annual reports | Total |
|---|---|---|---|
| Two | $275 | 2 x $275 | $825 |
| Three | $275 | 3 x $275 | $1,100 |
These are illustrations of the statute's formula. The Secretary of State and the court decide the actual amount for a given company.
The court bar
The more disruptive consequence is procedural. An unauthorized LLC may not maintain a proceeding in any Oregon court until it obtains authority. The bar extends to a successor and to anyone who takes an assignment of a claim from that business. A court hearing such a case can pause it while it decides whether authority was required and, if so, until it is obtained.
What stays intact
Skipping authority leaves the LLC's acts valid, and it may still defend any Oregon proceeding. A member is not liable for the company's debts and obligations solely because the company transacted business without authority.
Service of process
While an LLC is working in Oregon without authority, the Secretary of State is an agent upon whom process may be served. A plaintiff who serves the Secretary of State pays $20 and must mail the papers to the LLC's principal office or place of business. That means the LLC may learn of a suit through the mail rather than through a registered agent.
Why a gap costs more than the fee
A late registration looks cheap at $275, but the back-fee rule can multiply it. Each year without authority adds another $275 to what the state expects, so the least costly moment to register is the first day of Oregon work.
Counting years
A year counts for back fees when the LLC has been transacting business across an anniversary that would have fallen if it had applied on its first day of work. Part years count too, which is why the statute speaks of the years or parts of years in which the LLC acted without authority.
Fixing a gap
Apply for authority in the ordinary way. The registration guide lists the steps. Pay the application fee; the back fees are owed to the state. For $199 we prepare the application. Whether the LLC was transacting business, and from what date, is a question for your own lawyer. The application is the same ordinary one either way, and we file it.
Corporations
A foreign corporation is treated the same way: it is kept out of Oregon courts as a plaintiff until authorized, and it owes the fees it skipped, which for a corporation are $275 to apply and $275 a year.
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.
Unauthorized business questions
Is there a fine?
No. Oregon sets back fees and a court bar, not a fine.
Is the LLC still open to being sued?
Yes, and it is free to defend. Process can be served on the Secretary of State.
Do the back fees include the annual reports?
Yes. They are the fees the LLC would have paid if it had applied and filed on time.
Do owners become personally liable?
Missing authority alone does not do that.
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
Sources
- Oregon Business Registry fee schedule
- ORS 56.140, Secretary of State business registry fees
- Oregon Secretary of State, foreign LLC forms
- ORS 63.704, consequences of transacting business without authority
- ORS 60.704, consequences of transacting business without authority, foreign corporation
- ORS 63.731, service on a foreign limited liability company
Ready to register in Oregon?
Order now and we start with the name check.