What is a Foreign LLC in Oregon – Definition and Filing

If you have an LLC in Oregon and want to expand your business beyond Oregon, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in Oregon, must file a foreign LLC in Oregon. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the Oregon government.

In this article, you’ll be reading about how to start a foreign LLC in Oregon. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in Oregon after you form it.

Forming a Foreign LLC in Oregon

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in Oregon, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for Oregon) and wants to expand their operations in Oregon can file their LLC as a foreign entity. To start a foreign LLC in Oregon, you need to register it with the Oregon Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in Oregon for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in Oregon. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Good Standing From Home State

Before you proceed to register your LLC in Oregon as a foreign entity, you must get the Certificate of Good Standing issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in Oregon, then you must obtain the Certificate of Good Standing from Oregon Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than Oregon must get this document to register a foreign LLC in Oregon.

Filing Certificate of Good Standing: To get the Certificate of Good Standing, you must Log in to SOS by following the link. The credentials you have at the time of LLC filing, using that you can see your dashboard. Once logged in, you can obtain your Certificate by ordering it online.

Step 2: Choose Oregon Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the Oregon Secretary of State. Your LLC’s legal name outside of Oregon will be listed on the application, along with the name it will use in Oregon. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in Oregon to use. Check name availability at Oregon’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in Oregon when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select Oregon Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in Oregon, you must have a registered agent from Oregon only. No matter where your domestic LLC is located, you must hire a registered agent from Oregon for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in Oregon and take note that the Oregon Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for Oregon Foreign LLC

The most important step is to send the application for registration with Oregon SOS. Download the PDF form from the Oregon Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

LLC’s full legal name.
A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
- DBA filing method in Oregon: three methods, online, by mail, and in person filing.
- Online: For online filing, check the Oregon Secretary of State Secure Access System website
- Offline: For filing offline, you must send the accomplished DBA filing form to the Oregon Secretary of State, Corporation Division, 255 Capitol St. NE, Suite 151, Salem, OR 97310 or drop it off in person at the same address.
- DBA filing fee in Oregon: $50
LLC’s principal office and mailing addresses
LLC formation state and date.
Registered agent’s name and address in Oregon.
Date when your LLC will start operations in Oregon.
Credit card information is on the last page of the form for the application fee.

Online Filing

First, Register with the SOS before you head to the online registration form. Once you created the account with the portal, make sure to verify your official email and receive the confirmation. As soon as you get access to the dashboard, find the online form for filing a Certificate of Authority in Oregon. Once done filling it up, submit it along with other supportive documents (if required) and the fee.

Offline Filling

For offline filing, get the Foreign LLC Registration Form which is called the Certificate of Authority in Oregon. Download and fill it up with the information required. Send the typed/printed form to the SOS address at Secretary of State, Corporation Division, 255 Capitol St. NE, Suite 151, Salem, OR 97310 by mail. Check with SOS if in-person visit or other offline methods are available.

Foreign LLC Registration Fee in Oregon: In Oregon, $275 is charged as a processing (registration) fee for filing a foreign LLC with the SOS. The fee should be paid at the time of submission of the filing form. Make sure not to send cash over the mail. Check with the SOS before make the payment.

The LLC cost in Oregon, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between Oregon’s domestic and foreign LLCs.

Step 5: Determine How Your Oregon Foreign LLC is taxed

Foreign LLCs are also subjected to the Oregon Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in Oregon for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in Oregon. However, it is recommended to check with the Oregon Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing Oregon Foreign LLC Online – Quick Recap

Get the Certificate of Good Standing from your home state where your LLC is originally registered
Check if the name of your LLC is available in Oregon to use for your foreign LLC. If not, file DBA name with Oregon SOS.
Get a registered agent in Oregon to represent your foreign LLC in Oregon. Recommended, professional help instead of being your own registered agent.
File the Application of Foreign LLC with the Oregon Secretary of State following the mentioned method(s) above.
Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in Oregon with the FinCEN.

After Forming Oregon Foreign LLC

Here are added things you need to accomplish after forming your Oregon Foreign LLC

Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at Oregon Secretary of State.
File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in Oregon. Here’s everything about Oregon LLC Annual Reports.
Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

What is an LLC in Oregon?

An LLC in Oregon is a limited liability company registered with the state to conduct business.

Can a foreign entity form an LLC in Oregon?

Yes, a foreign entity can form an LLC in Oregon by registering with the Oregon Secretary of State.

What is a foreign LLC in Oregon?

A foreign LLC in Oregon is an LLC that is formed in a state or country outside of Oregon but wishes to do business in Oregon.

Do I need a registered agent for my foreign LLC in Oregon?

Yes, you are required to have a registered agent for your foreign LLC in Oregon who will accept legal documents on behalf of the LLC.

How do I choose a name for my foreign LLC in Oregon?

You must choose a unique business name that is distinguishable from other LLCs in Oregon. You can search the Oregon Secretary of State’s database to check the availability of the name you want.

Is there a publication requirement for forming a foreign LLC in Oregon?

No, there is no publication requirement for forming a foreign LLC in Oregon.

Can a non-US resident form a foreign LLC in Oregon?

Yes, a non-US resident can form a foreign LLC in Oregon as long as they have a registered agent located in Oregon.

How long does it take to form a foreign LLC in Oregon?

The processing time to form a foreign LLC in Oregon varies but generally takes a few weeks to complete.

What are the fees to form a foreign LLC in Oregon?

The filing fee for a foreign LLC in Oregon is $275.

Do I need an EIN for my foreign LLC in Oregon?

Yes, you need an EIN (Employer Identification Number) from the IRS for tax purposes for your foreign LLC in Oregon.

Can I use a PO Box as the business address for my foreign LLC in Oregon?

No, a physical street address in Oregon is required for the business address of a foreign LLC.

Are there annual reporting requirements for a foreign LLC in Oregon?

Yes, a foreign LLC in Oregon is required to file an annual report with the Oregon Secretary of State.

Can I convert my foreign LLC to an Oregon LLC?

Yes, you can convert your foreign LLC to an Oregon LLC by filing the necessary forms with the Oregon Secretary of State.

Do I need a business license for my foreign LLC in Oregon?

Depending on the nature of your business, you may need a business license at the local, county, or state level in Oregon.

Can I operate multiple businesses under one foreign LLC in Oregon?

Yes, you can operate multiple businesses under one foreign LLC in Oregon if they are related or similar in nature.

Can I apply for a business loan with a foreign LLC in Oregon?

Yes, you can apply for a business loan with a foreign LLC in Oregon as long as you meet the lender’s requirements.

Are there any restrictions on the type of business that a foreign LLC in Oregon can conduct?

Yes, certain types of businesses like banking and insurance require specific licensing and approvals in Oregon.

Can I dissolve my foreign LLC in Oregon if I no longer want to do business there?

Yes, you can dissolve your foreign LLC in Oregon by filing a Certificate of Cancellation with the Oregon Secretary of State.

What is the liability protection for members of a foreign LLC in Oregon?

Members of a foreign LLC in Oregon have limited liability, which means their personal assets are protected from business debts and liabilities.

Can I transfer ownership of a foreign LLC in Oregon?

Yes, ownership interests in a foreign LLC in Oregon can be transferred to other individuals or entities through a formal transfer of ownership.

What are the benefits of forming a foreign LLC in Oregon?

Some benefits of forming a foreign LLC in Oregon include limited liability protection, pass-through taxation, and flexibility in management structure.

Does a foreign LLC in Oregon need to keep financial records?

Yes, a foreign LLC in Oregon is required to keep accurate financial records and abide by accounting standards.

Can I change the business name of my foreign LLC in Oregon?

Yes, you can change the business name of your foreign LLC in Oregon by filing an amendment with the Oregon Secretary of State.

How can I file taxes for my foreign LLC in Oregon?

A foreign LLC in Oregon must file an annual tax return with the Oregon Department of Revenue and report its income and expenses.

Are there any specific zoning requirements for a foreign LLC in Oregon?

Yes, depending on the location of your business, there may be specific zoning requirements that your foreign LLC in Oregon needs to adhere to.

Can I convert my Oregon foreign LLC to a different business entity?

Yes, you can convert your Oregon foreign LLC to a different business entity such as a corporation or partnership by following the required process.

What happens if I fail to comply with the regulations for my foreign LLC in Oregon?

If you fail to comply with the regulations for your foreign LLC in Oregon, you may face penalties, fines, or legal action.

Can I operate my foreign LLC in multiple states besides Oregon?

Yes, you can register your foreign LLC to do business in multiple states besides Oregon by filing the necessary forms with each state’s Secretary of State.

Are there any specific industry regulations that a foreign LLC in Oregon needs to be aware of?

Yes, certain industries in Oregon are regulated and may require licenses, permits, or certifications for the operation of a foreign LLC.

Can a foreign company register and do business in Oregon as an LLC?

Yes, a foreign company can register to do business in Oregon as an LLC.

In Conclusion

Having a foreign LLC in Oregon is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in Oregon does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Good Standing to hiring a registered agent in Oregon, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in Oregon can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in Oregon is a success.