Foreign Limited Liability Partnerships: Authorization to Do Business in Oregon

In Oregon's vocabulary, a foreign LLP is a partnership that holds LLP status under some other jurisdiction's law. Chapter 67 tells it to wait for the Secretary of State's go-ahead before transacting business here (ORS 67.700). Once the Corporation Division files the application, the authorization is in force and stays that way until the partnership withdraws or the Secretary of State revokes it (ORS 67.710).

Authorization does not turn the partnership into an Oregon LLP. Its home registration remains the source of its status. What Oregon grants is permission to do business here, nothing more. A foreign LLP may also not do anything in Oregon that an Oregon LLP is barred from doing (ORS 67.720).

This is the part owners most often overlook. Under ORS 67.600, a partnership may apply for authority as a foreign LLP only if it renders professional service, or if it is affiliated with an LLP that renders professional service and provides related or complementary services or facilities to it. Affiliation means one of three things: a majority of partners overlap, a majority of the partners in each also hold an interest in a third person with which each has an agreement for services, or one partnership controls, is controlled by or is under common control with the other. A limited partnership is excluded from the definition.

A partnership that does not render professional services and has no such affiliation should speak with an Oregon attorney before filing, since the statute frames the eligibility as a limit on who may apply.

Oregon does not define transacting business. ORS 67.700(2) instead lists ten activities that do not count, while noting the list is not exhaustive:

• Maintaining, defending or settling a proceeding
• Partner meetings and other internal affairs
• Keeping bank accounts
• Using independent contractors to sell
• Orders that bind only once accepted from outside Oregon
• Borrowing, lending, and holding mortgages or other security interests in property
• Securing or collecting debts and enforcing security interests
• Owning real or personal property, without more
• One isolated transaction, finished inside 30 days, outside a pattern of repeats
• Interstate commerce

The agency's practical view

The Secretary of State's FAQ turns on a single question: is profit from Oregon activity part of the plan? A yes suggests you are doing business here. The FAQ names an Oregon office, a place where affairs are regularly conducted, staff or representatives serving customers, goods in stock, and income regularly earned from Oregon's economy as clear cases. Read the FAQ as a tax-minded gloss on the statute and not as a replacement for it.

Holding property without more is on the statutory list, so a partnership that only owns land or equipment here need not apply because of that ownership. Putting the property to work, or basing people in Oregon, is a different case. When it is hard to tell, ask an Oregon attorney.

Oregon's fee for the Application for Authorization is $275, nonrefundable. The forms page for foreign LLPs offers the application as a PDF and shows no online option, so the working assumption is a paper filing mailed to the Corporation Division in Salem, with a check payable to "Corporation Division." Neither forms nor payments are accepted by email.

What the form asks for

• The partnership's name, matching the home record exactly and containing the words "Limited Liability Partnership" or the abbreviation LLP or L.L.P.
• The state or country of registration and the registration date
• A home registry number that can be verified online, or a certificate where one is needed
• The principal office address
• An address where the Division may mail notices
• A short statement of the primary business activity
• The names and addresses of at least two partners
• A signature by at least one partner under penalty of perjury

The filing is public record. If an Oregon record already carries a name too close to yours, ORS 67.730 has the application show it as your home name, then "a limited liability partnership of," then the place of registration.

Seldom. The starting rule in ORS 67.710(2) is a certificate of existence from the previous 60 days, authenticated by whoever keeps LLP records at home. That rule falls away when the home official gives the public a free searchable web database of LLP registrations. Item three of the form puts it simply: supply a registry number anyone can verify online, and enclose a certificate only if your home state posts no status online.

Where a certificate is required, you request it from the home filing office and send it with the application, within the 60-day window. Where it is not, you add nothing from home beyond the registry number.

Here Oregon differs from its approach to corporations, LLCs and limited partnerships. ORS chapter 67 imposes no registered agent or registered office requirement on a foreign LLP, and the application has no item for one. The statute on service of process says only that a foreign LLP is served in the same manner as a general partnership under the Oregon Rules of Civil Procedure (ORS 67.635).

The Secretary of State's forms pages say in general terms that all business entities must appoint an agent, and its registered agents page describes the role the usual way: an individual or business at an Oregon street address that accepts legal papers on the entity's behalf. If you want such an arrangement anyway, use a physical Oregon street address, since mailbox-style addresses of every kind are rejected. Whether to appoint one for a foreign LLP is a question to ask your attorney.

A foreign LLP delivers an annual report by its anniversary (ORS 67.645), and the fee is $275. It gives the name and home jurisdiction, the principal office, the names and addresses of at least two partners, and a short description of the primary business activity, with information current within 30 days before the due date. Oregon mails the form about 45 days beforehand; ORS 67.645(3) adds that not receiving the form is no excuse for a missing report.

Falling behind

For a foreign LLP, the grounds for revocation are only two: a missing annual report or an unpaid fee (ORS 67.750). The Secretary of State sends written notice and revokes if the cause is not fixed within 45 days. The partnership can apply for reinstatement within five years.

Changes and leaving

• An amendment is available only for the partnership name and the principal place of business, and it is filed on the amendment/withdrawal form at $275.
• Withdrawing uses that same form, also $275. The partnership names its state of origin, gives a mailing address for later process and promises to report changes to that address for five years.
• Oregon taxes, local licenses and the professional licensing board are separate and are not covered here.

ORS 67.705 begins with court access. An LLP that transacts business here without authorization cannot bring its own case in an Oregon court until it obtains authorization. A successor and an assignee are subject to the same bar, and a court may pause a case while it decides whether authorization was required.

The LLP also owes the state a sum equal to the fees that applying on time and filing every report would have cost, counted per year with a partial year as one. No fine is named. What it signed or did is not undone, it is still free to defend a suit, and the partners' personal liability limits are not waived by the missing authorization. ORS 67.770 gives the Attorney General a route to court to stop a foreign LLP from operating in violation of the chapter.

An LLP is not something Mainstay Filing's foreign qualification checkout takes; that product is for LLCs and for-profit corporations. The partnership or its attorney completes the Application for Authorization and sends it to the Corporation Division. Because Oregon asks for no agent on that form, Mainstay Filing's service is optional here. If you want an Oregon agent for legal papers anyway, Mainstay Filing offers one for $149 a year, the same rate when it renews.

A summons or other paper served on Mainstay Filing as your agent reaches you as a scan in your account on the business day it is received, free, and the year's first three mailings from government offices get scanned at no cost as well. This is an arrangement between you and Mainstay Filing and not a state filing, since Oregon's LLP application has nowhere to record it. The Oregon registered agent page describes the service. Mainstay Filing does paperwork and acts as an agent; it is no substitute for counsel, so eligibility and the question of what counts as business in Oregon go to an attorney. Since the agent role is not in Oregon's LLP statute, confirm with Mainstay Filing support how appointing Mainstay Filing would work for your partnership before you order.