Authority for a Foreign LLC in Oregon

Under ORS 63.701, an LLC from elsewhere cannot start transacting business in Oregon until the Secretary of State grants it authority. The statute never defines the phrase. Subsection (2) lists eleven non-triggering activities, and subsection (3) warns that they are only examples.

The safe activities are the familiar ones: defending or settling a lawsuit, member or manager meetings, a bank account, sales through independent contractors, borrowing and granting security interests, collecting debts, and holding assets with no other activity. Orders solicited here but accepted outside Oregon before a contract forms are exempt, as is a lone deal wrapped up inside a month that is not one of a series, and so is interstate commerce.

The Secretary of State's FAQ is blunter: if you expect to profit from your activities in Oregon, you are probably doing business here. An office, a regular place of business, employees or representatives providing services, a stock of goods, or an economic presence that regularly earns income from the Oregon market all clearly qualify. Near that line, ask an Oregon attorney.

A foreign LLC applies on a one-page form from the Corporation Division (form 110). The fee is $275, nonrefundable, and identical whether you file online through the Oregon Business Registry or send the paper form with a check made out to the Division. Email submissions are not accepted, and no card surcharge is published.

The form asks for:

• the LLC's name, matching the home-state record exactly, and ending in a designator such as LLC;
• a home-state registry number, or an attached certificate of existence;
• the date of organization, plus a duration if the company is not perpetual;
• the state or country of organization (an LLC from abroad is foreign too);
• a statement that it will not do anything an Oregon LLC may not do;
• the Oregon agent's name and street address;
• the principal office and a mailing address for Division notices;
• member-managed or manager-managed.

At least one authorized person signs under penalty of perjury; no notary is needed. The application becomes public record, so give a business address.

ORS 63.707(2) says the application should carry a certificate of existence from home, current within 60 days. It drops that requirement when the home state offers free public access to a searchable entity database. Then you simply write the home registry number on the form.

Most LLCs file with no attachment for that reason. The form singles out Delaware and New Jersey as states without online status information; an LLC from either has to attach an official certificate of existence (or good standing) dated within the previous 60 days. That certificate is issued by the home state's filing office, so have it on hand before the application goes in. Your formation document, certified or otherwise, is not part of the Oregon packet.

The name must be distinguishable from names already on Oregon's records, and the Secretary of State warns that one letter can make the difference. The application also requires the name to match the home record, punctuation included.

If an Oregon entity already holds something too close, ORS 63.717 offers a fix. State your true name followed by "a limited liability company of" and your home state, and that whole phrase becomes the company's name in Oregon. You can also apply under another name that satisfies the same statute. "Inc." and "Ltd." are not allowed in an LLC name.

ORS 63.721 requires a foreign LLC with authority to keep a registered office and agent in Oregon continuously. Three kinds of agent qualify: an Oregon resident individual, a domestic LLC or corporation, or a foreign company authorized here, and in each case its business office must be the registered office.

The address has to be an Oregon street address suitable for physical delivery of legal papers during normal business hours. PO boxes, commercial mail receiving agencies, mail forwarders and virtual offices are excluded. The LLC cannot name itself, and the agent must have consented. A later change of agent or address is a no-fee information change.

The Division mails its notices to the registered office unless you list a separate mailing address, which the foreign application invites.

ORS 63.704 contains no fine. An unauthorized foreign LLC cannot maintain a proceeding in an Oregon court until it obtains authority, a court may pause a case it starts while deciding whether authorization was needed, and its successor or assignee is held back the same way.

The money is a back-fee bill. For each year, or fraction of one, spent operating without authority, the LLC owes what Oregon would have collected had it applied properly and then filed every annual report. On the fee schedule that means the application fee plus an annual report fee per year. No late fee, interest rate or collection procedure appears in the statute or on the Division's pages.

Two protections hold. Acts and contracts remain valid, and the company can defend a suit. Members keep their liability shield; a missing authority filing, by itself, does not make them answerable for company debts. Meanwhile, the Secretary of State is the designated agent for service on an unauthorized LLC and does not notify the business, so a lawsuit could be served without your knowing.

Oregon wants an annual report from a foreign LLC by its anniversary, the yearly date falling exactly one or more years after the application was filed. The fee is $275. Notices go out about 45 days ahead, though not receiving one does not excuse a missed deadline, and the information must be current as of 30 days before the anniversary. A late report or unpaid fee can bring written notice, then revocation after 45 days uncorrected; reinstatement is open for five years with a reinstatement fee plus the missed annual fees.

A name or duration change is handled by amending the application on the Division's Amendment/Withdrawal form, at the same fee as the original filing. Withdrawal uses that form with the withdrawal box checked, again at that fee, and you promise to keep the Division informed of address changes for five years. Oregon tax registrations of various kinds can also apply, depending on your operations.

You provide the home-state details and answer a few checkout questions. From that we draft the application and submit it to the Corporation Division. Your Oregon agent costs nothing during year one, then $149 annually. The application lists our Oregon address, and any legal papers served there are scanned and uploaded to you that same business day, no fee attached.

Today's total is $474, made up of $199 for our work and the state's $275. That pays for the filing and for the opening year of agent service. Oregon's yearly report, plus any tax returns, stays outside the price. What you are buying is a filing service, and Mainstay is not a law firm.

A corporation chartered in another state goes through the same checkout with an identical state fee, so its total today also comes to $474.