Oregon Limited Liability Company Articles of Organization

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Last Revised: August 10, 2019.

About this Form

An articles of organization form is the document that one must complete and submit to the state to establish the creation of an LLC within Oregon. It sets forth the name of the proposed company and contact information for its registered agent, among other details. It may include other provisions, provided that they are not inconsistent with state law. The purchased version of this form is guaranteed compliant with the laws of the state of Oregon. It comes complete with instructions and filing information for creating an LLC within the state.

Accepted Filing Methods

Oregon accepts the filing of an articles of organization form via U.S. mail or electronically via the Secretary of State's online system for e-filing documents.

Name Availability & Requirements

 The requirements for naming an LLC within the state are set forth in Or. Rev. Stat. § 63.044. The name of the LLC must contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC." The name must be distinguishable from those of all other entities on file with the state. It may not infringe on any active trademark or service mark registered with the state or the U.S. Patent and Trademark Office. One may search online Oregon's trademark database and the USPTO's trademark database.

One may determine the availability of a proposed business name for use within Oregon by querying Oregon's business registry database. As a general proposition, the state will consider a proposed business name available if the first two words of the name do not match the first two words of that of any other entity authorized to conduct business within the state.

Required Fees

Oregon imposes a fee of $100 for the filing of an articles of organization form.

Statutory Authority & Requirements

The statutory authority for an LLC within the state is the Oregon Limited Liability Company Act (Or. Rev. Stat. § 63.001 et seq.).

The statutory requirements for a valid articles of organization filing are codified in Or. Rev. Stat. § 63.044 and § 63.047. The text of the statutes read as follows:

§ 63.044  Formation.

One or more individuals 18 years of age or older or other entities may form a limited liability company by executing and delivering articles of organization to the office for filing. Organizers need not be members of the limited liability company.

§ 63.047  Articles of organization.

(1) Articles of organization must set forth:
(a) The name of the limited liability company, which must satisfy the requirements of ORS 63.094;
(b) The address, including street and number, and mailing address, if different, of the limited liability company’s initial registered office and the name of the initial registered agent at the office;
(c) A mailing address to which notices, as required by this chapter, may be mailed until the limited liability company designates an address in an annual report;
(d) If the limited liability company will be manager-managed, a statement that the limited liability company will be manager-managed or a statement that the limited liability company will be managed by a manager or managers;
(e) The name and address of each organizer;
(f) The latest date on which the limited liability company will dissolve or a statement that the limited liability company’s existence is perpetual;
(g) If a limited liability company will render professional service or services, as defined in ORS 58.015, the professional service or services that the limited liability company will render;
(h) The initial physical street address, including the number and name of the street, and the mailing address, if different, of the limited liability company’s principal office; and
(i) The name and address of at least one individual who is a member or manager of the limited liability company or an authorized representative with direct knowledge of the operations and business activities of the limited liability company.
(2) The articles of organization may set forth any other provisions, not inconsistent with law, for regulating the internal affairs of the limited liability company, including any provision that is required or permitted to be included in any operating agreement of the limited liability company under this chapter.
(3) The articles of organization need not set forth any of the powers enumerated in this chapter.
STATE OF OREGON
LIMITED LIABILITY COMPANY
Articles of Organization

Under Or. Rev. Stat. § 63.044 and § 63.047, the undersigned submits the following articles of organization for purposes of qualification to establish a limited liability company within the state of Oregon.

ARTICLE I. Entity Name.
The name of the limited liability company is _______________________________________________.

ARTICLE II. Duration.
The limited liability company’s existence is perpetual.

ARTICLE III. Initial Registered Office and Agent.
The address, including street and number of the limited liability company’s initial registered office and the name of the initial registered agent at the office are:
_______________________________________________ [Name of Initial Registered Agent]
_______________________________________________ [Address, Line 1]
_______________________________________________ [Address, Line 2]
_______________________________________________ [City, State, Zip]
(The state will accept only an Oregon street address, not a P.O. box.)

If the limited liability company has a mailing address that is different from that of the initial registered office indicated above, the mailing address is:
_______________________________________________ [Address, Line 1]
_______________________________________________ [Address, Line 2]
_______________________________________________ [City, State, Zip]
(The state will accept either an Oregon street address or a P.O. box.)

ARTICLE IV. Mailing Address for Notices.
A mailing address to which notices, as required under Oregon law, may be mailed until the limited liability company designates an address in an annual report:
_______________________________________________ [Address, Line 1]
_______________________________________________ [Address, Line 2]
_______________________________________________ [City, State, Zip]
(The state will accept either a street address or a P.O. box.)

ARTICLE V. Principal Office.
The initial physical street address, including the number and name of the street of the limited liability company's principal office are:
_______________________________________________ [Name of Initial Registered Agent]
_______________________________________________ [Address, Line 1]
_______________________________________________ [Address, Line 2]
_______________________________________________ [City, State, Zip]
(The state will accept only a street address, not a P.O. box.)

If the limited liability company has a mailing address that is different from that of the principal office indicated above, the mailing address is:
_______________________________________________ [Address, Line 1]
_______________________________________________ [Address, Line 2]
_______________________________________________ [City, State, Zip]
(The state will accept either a street address or a P.O. box.)

ARTICLE VI. Management. [choose only one:]
_____ The limited liability company will be member-managed.
OR
_____ The limited liability company will be manager-managed.

ARTICLE VII. Organizer(s).
The name and address of each organizer are as follows:
_______________________________________________ [Name]
_______________________________________________ [Address, Line 1]
_______________________________________________ [Address, Line 2]
_______________________________________________ [City, State, Zip]
(Only one organizer is required under state law, but multiple organizers are permitted. Organizers are not required to be members of the limited liability company.)

ARTICLE VIII. Disclosure of Member, Manager, or Authorized Representative. 
The name and address of at least one individual who is a member or manager of the limited liability company or an authorized representative with direct knowledge of the operations and business activities of the limited liability company are as follows:
_______________________________________________ [Name]
_______________________________________________ [Address, Line 1]
_______________________________________________ [Address, Line 2]
_______________________________________________ [City, State, Zip]
(The state will accept either a street address or a P.O. box.)

ARTICLE IX. Disclosure of Professional Services. [choose one:]
_____ The limited liability company is not organized to render a restricted professional service as defined under Or. Rev. Stat. § 58.015.
OR
_____ The limited liability company is organized to render a professional service as defined under Or. Rev. Stat. § 58.015. The professional service or services that the limited liability company will render are as follows: [mark all that apply:]
           _____ Accountancy
           _____ Architecture
           _____ Attorney
           _____ Chiropractic
           _____ Dentistry
           _____ Landscape architecture
           _____ Naturopathy
           _____ Nurse practitioner
           _____ Psychology
           _____ Physician
           _____ Medical imagery
           _____ Real estate appraisal
           _____ Other persons providing to the public types of personal service or services substantially similar to those listed above that may be lawfully rendered only pursuant to a license.

Article X. Disclosure of Benefit Company Status. [choose one:]
_____ The limited liability company is not organized as a benefit company.
OR
_____ The limited liability company is organized as a benefit company and is subject to Or. Rev. Stat. § 60.750 to 60.770.

Article XI. Disclosure of Indemnification.
The limited liability company indemnifies its members, managers, employees, and agents for liability and related expenses pursuant to Or. Rev. Stat. § 63.160 to 63.170.


Signed by (each organizer must sign):

Under penalty of perjury under the laws of the state of Oregon, I affirm that the foregoing statements are true and correct. This instrument does not fraudulently: (1) conceal, (2) obscure, (3) alter, or (4) misrepresent the identity of any members, managers, employees, agents, or any other person of the limited liability company. I have examined this document, and it is true, correct, and complete to the best of my knowledge and belief. I understand that making false statements in this document violates the law and may subject me to fines, imprisonment, or both. I sign this instrument in my capacity as organizer of the limited liability company.


_______________________________________________
Signature of Organizer

_______________________________________________
Printed or Typed Name of Organizer

_______________________________________________
Date
    

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