Registering a foreign LLC in Oregon and keeping its authority

A foreign LLC has to wait for the Secretary of State's authorization before it transacts business in Oregon. What follows is a list of 11 activities outside the duty, which the statute itself calls incomplete. The list reaches defending or settling a proceeding, internal meetings, bank accounts, independent-contractor sales, orders accepted outside Oregon, debt and security arrangements, collecting debts, owning property without more, a single job finished inside 30 days, and interstate commerce. The transacting business page goes through cases.

Oregon needs a certificate of existence or good standing from the home official, authenticated and current within 60 days, unless the home state runs a free online registry that lists LLCs. Where the database exists, the online application takes the home registry number and the Secretary of State checks the LLC's status itself. Where it does not, you upload the certificate to the online filing.

Eight points go on the application: identity (name, home state, registry number), life (organization date and duration), places (principal office, Oregon registered office and agent), a printed statement about prohibited activities, and the management type. Online, you also give a short description of the primary activity, an address for notices that may be a post office box, and a way to receive renewal notices by email or mail. The activity description can be as short as cafe, consulting, beauty salon or automotive repair.

The exact LLC name and organization date from the home record. The home registry number. The home state or country. The principal office address and a mailing address for notices, which may differ from each other and from the registered office. Management type: by members or by managers. The Oregon agent's name and street address. A one-line description of the primary activity. Names of any managers or members you want listed. An email address for renewal notices if you prefer email. Payment of $275.

Filing runs online through the Business Registry, or on paper by post; email submissions are refused. The fee is $275. Before filing, Oregon checks the name against active names and, if the application conforms, processes it and returns an acknowledgment.

Online filing through the Business Registry walks through each field. Paper forms are available by post. Either way, your answers become public.

The first annual report falls due on the first anniversary, the day exactly one year after the application was filed. It costs $275. The Secretary of State mails the form to the address on record, and failing to receive it does not excuse the duty. The annual report page covers the contents and the consequences of missing it.

An unfiled annual report, an unpaid fee or a missing agent can lead to revocation. Oregon writes first, then gives 45 days to cure each ground before it revokes. Within 5 years of revocation the LLC can apply for reinstatement, stating the grounds were absent or have been fixed, and the reinstatement then reaches back to the day of revocation. If the old name has been taken by someone else, the LLC reinstates under a new one. The missed annual fees travel with a reinstatement fee, and either an online card payment or a paper form will do. The LLC may also appeal a revocation under ORS chapter 183.

Keep the acknowledgment, a copy of the application as filed, the home registry number, the agent's contact details and the anniversary. Those items answer most later questions, from a bank asking for proof to a manager asking what the annual report needs.

Is our Oregon activity larger than the exclusions allow? When did it start? What do we owe if we have been working here without authority? Should a different company hold the Oregon authority? These are legal judgments that belong to an Oregon lawyer. Either way, the same ordinary application is what gets filed.

The registry number is the identifier your home state gave the LLC: called an entity number, file number or something similar. Oregon enters it, looks the LLC up in the home database and checks that it is active. If the state has no online search tool, Oregon needs a certificate, which must carry a date inside the last 60 days.

The yearly report repeats the LLC's identity, its Oregon agent and office, where it is run from, who manages it and what it mainly does. If the answers have not changed, the report is quick to complete, so the task each year is the date.

An LLC that has finished in Oregon applies for withdrawal. It states that it is no longer transacting business, surrenders its authority, ends its agent's authority and appoints the Secretary of State for process on claims from the authorized period, names a mailing address, and commits to update that address for 5 years. The fee is $275. See the withdrawal page.