oregon limited liability company

How to Set Up An Oregon Limited Liability Company

 oregon limited liability company icon2 e1297127614147 How to Set Up An Oregon Limited Liability Company

How to Set Up An Oregon Limited Liability Company

 

 Step 1: Check Name Availability for Your Oregon Limited Liability Company

Once you decide to form an Oregon limited liability company, you need to choose a name. Almost any name will work so long as it is not the same or deceptively similar to a name already being used by another LLC or corporation in Oregon. You can check on name availability with the Oregon Secretary of State’s Office (OSS) or you can have one of the friendly people at Oregon LLC Services do it for you free. They’re always happy to help with any questions about setting up an Oregon limited liability company. Just give them a call anytime.

The name you choose for your Oregon limited liability company must end with the words Limited Liability Company or an abbreviation such as LLC or L.L.C. For example, you could have Jones Plumbing, Limited Liability Company or Jones Plumbing, LLC.

 

Step2: File Articles of Organization for Your Oregon Limited Liability Company

  The first official step in organizing an Oregon limited liability company is to file Articles of Organization with the Oregon Secretary of State (OSS) and pay the required $100 filing fee. The OSS provides a form for this filing.

You can file the Articles of Organization for your Oregon limited liability company online, by mail, by fax or in person at the OSS office in Salem. You can get help or just ask questions by calling the friendly folks at Oregon LLC Services to help set up Your Oregon limited liability company.

WARNING: Many people think this is all they have to do to establish an Oregon limited liability company. However, to fully complete the set up and organization of your Oregon limited liability company or LLC, you need to follow the rest of the steps outlined below. If you don't, then the limited liability protection provided by the Oregon limited liability company may be at risk.  If you’d like to know why, listen to the short voice message from attorney Bob Montgomery.

 

Step 3: Conduct Organizational Meeting for Your Oregon Limited Liability Company

The shareholders and directors in a corporation traditionally hold meetings and prepare minutes of meetings. These are often referred to as the corporate formalities. One of the benefits of an Oregon limited liability company is that there is no legal requirement for the LLC to hold meetings and prepare minutes of the meeting. However, it is still a wise business practice to document important business decisions. In addition, it helps demonstrate or prove that the Oregon limited liability company is being operated as a separate legal entity which is important for liability protection purposes.

It is best to have some form of organizational meeting soon after the initial Articles of Organization are filed with the Oregon Secretary of State. Typical minutes of an organizational meeting would include such items as the approval and ratification of the Articles of Organization and the Operating Agreement, a statement concerning who is managing the LLC and each member's percentage of ownership interest in the Oregon limited liabilty company or LLC.

 

Step 4: Prepare and Sign an Operating Agreement for Your Oregon Limited Liability Company

 

Once the Articles of Organization have been filed, the organizers of an Oregon limited liability company should prepare and sign an Operating Agreement. This is not required by law but is one of the important steps in maintaining your liability protection and preventing future disagreements between the members.

The Operating Agreement for an Oregon limited liability company is an essential document which sets forth the rights, duties and obligations of the members of the LLC. It also sets forth whether the LLC will be managed by the members (owners) or by certain other individuals or entities. Furthermore, the Operating Agreement usually establishes the ownership percentages or sharing ratios between the members of the Oregon limited liability company or LLC and will set forth such things as the division of profits and the distribution of income.

In addition to acting as an agreement between the parties involved in the Oregon limited liability company, the Operating Agreement also strengthens your limited liability protection in the sense that it shows you have completed the organization of the LLC and are in compliance with the process. It helps demonstrate that your Oregon limited liability company is being operated as a separate legal entity. This is true even though you may only have a one member or a one owner Oregon limited liability company.

The OSS does not provide Operating Agreements. This is something you have to do. You may find some samples online but you need to be careful with boilerplate agreements – they may contain essential provisions. If you want to get a good Operating Agreement for your Oregon limited liability company, one that is used by many attorneys, then give the friendly folks at Oregon LLC Services a call. They’ll be glad to help.

 

Step 5: Prepare Written Documentation of Ownership Interests in Your Oregon Limited Liability Company

 

A corporation is owned by the shareholders who each own a certain number of shares in the company. The terminology most commonly used to describe owners in an Oregon limited liability company is a Member and their ownership interest is referred to as a Membership Interest. A Membership Interest may consist of any number of units of the Oregon limited liability company. However, the most important concept is that Membership Interests are usually described as a percentage of the whole (which is 100%) or as a sharing ratio of the whole for your Oregon limited liability company.

The most simple way to describe Membership Interests in an Oregon limited liability company is the sharing ratio. For example, if a certain member of the Oregon limited liability company owns ½ of the LLC then the sharing ratio would be 50/100. If he/she owns ¼ then the sharing ratio would be 25/100.

It is important to document or put in writing a member’s ownership interest in an Oregon limited liability company or LLC for several reasons. First, membership interests determine certain legal rights such as voting rights and may be important for making distributions of income. Obviously, if you have a one person Oregon limited liability company or LLC, this issue becomes less important.

With respect to liability issues, if you have not documented ownership of the Oregon limited liability company or LLC, then a question is raised as to whether you are really operating as a separate legal entity. In other words, a legal entity like a corporation or Oregon limited liability company or LLC cannot exist and function without owners. A second reason is to avoid disputes between owners and possible breakups due to disagreements over income, management rights, etc.

The primary written authority or documentation for a Membership Interest is usually found in the initial organizing minutes of the Oregon limited liability company or in a special agreement between the members. A common way to do this is to prepare minutes of an organizational meeting or a written consent of members setting forth the sharing ratio of each member and then attach an exhibit to the Operating Agreement which clearly sets forth the sharing ratio of each member. LLC Certificates (similar to stock certificates) are not required but can be used and are helpful to document the ownership interest and sharing ratio of each member of the Oregon limited liability company or LLC.

 

Step 6 – Obtain a New Employer ID# (EIN) from the IRS & Obtain a New Bank Account in the Name of the Oregon Limited Liability Company

 

There are actually two steps in one but they can be combined. It’s fairly self evident but each separate legal entity, such as your Oregon limited liability company, requires a new or different federal tax identification number (EIN) from the Internal Revenue Service (IRS). This is true because the entity is considered separate and apart under the law from the individual owners. The exception to this with LLC’s is when you have a one person LLC. When an Oregon limited liability company or LLC is owned and operated by just one person, that person has the option of reporting taxes under his/her own social security number or obtaining a new EIN #. The people at Oregon LLC Services will get an EIN for your new Oregon limited liability company for you.

If a new EIN# is required then you need to file form SS-4 with the IRS. You can get the form from a post office that has tax forms, from an accountant or you can now apply online which is probably the easiest and fastest way to get a new EIN# for your Oregon limited liability company.

New Bank Account for Oregon Limited Liability Company.

 

A lot of people ask why they can’t just continue using their old bank account for their new Oregon limited liability company or LLC. Again, the theory of liability protection is that the LLC is a legal entity, separate and apart from the individual owners. A separate legal entity requires a separate bank account.

If your business is ever sued, one of the important issues a court may look at in deciding questions of liability is whether the owners of the Oregon limited liability company have co-mingled their personal and business funds and assets. In other words, do the owners pay for personal expenses out of the LLC bank account or visa versa. Obviously, if you are using the same bank account for your Oregon limited liability company and personal needs, then you will be co-mingling the funds.

The use of a separate bank account and the paying of Oregon limited liability company bills only from that bank account and the paying of personal bills from a separate personal bank account helps prove or establish the existence and operation of your Oregon limited liability company or LLC as a separate legal entity.

 

Conclusion: If you organize and operate your Oregon limited liability company or LLC properly, you are entitled to limited liability protection, which provides a shield between business debts or obligations and your personal assets. The principle is that the Oregon limited liability company is a legal entity separate and apart from its owners. If a legal action is brought against you, you need to be able to prove or demonstrate that you have operated the Oregon limited liability company as a separate legal entity. Since each case is decided on the facts particular to that case, there is no way to guarantee that a person will have the liability protection of an Oregon limited liability company. However, if you follow the steps outlined above, you put yourself in a much stronger position to insure the liability protection you want and deserve from your Oregon limited liability company.

If you are ready to get started setting up your new Oregon limited liability company, just give us a call or shoot me an email – we're always happy to visit with you.

Oregon Limited Liability Company – (503) 662-8170 or toll free 1-888-527-6207  |  Email Info Here

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