Oregon — Registration & Annual Compliance

The Oregon Secretary of State, Corporation Division, is the central filing officer for most business entity filings in Oregon under state law. Both domestic entities (organized under Oregon law) and foreign entities (organized elsewhere and qualifying to do business in Oregon) file their statutory documents—such as Articles of Incorporation, Certificates of Authority, and annual reports—with the Secretary of State.

Statutory Authority: ORS 56.014(1) specifically designates the Secretary of State as the filing officer for filings under the following business entity statutes:

• ORS Chapter 60 (Business Corporations)
• ORS Chapter 62 (Cooperatives)
• ORS Chapter 63 (Limited Liability Companies)
• ORS Chapter 65 (Nonprofit Corporations)
• ORS Chapter 67 (Partnerships, including LLPs)
• ORS Chapter 68 (Limited Liability Partnerships)
• ORS Chapter 69 (Assumed Business Names)
• ORS Chapter 70 (Limited Partnerships)
• ORS Chapter 128 (Certain trusts)
• ORS Chapter 648 (Business Names)

If your entity is formed or seeking to transact business in Oregon under one of these chapters, your filings—whether initial registration, amendment, or annual report—must be submitted to the Secretary of State, not a county clerk or local agency. Note: The Secretary of State is the point of contact for statutory compliance notices, administrative dissolution warnings, or other official entity communications.

While most Oregon-registered business entities are covered by these statutes, some specialized forms—such as certain public benefit or special-purpose entities—may have additional requirements. Practitioners should reference the specific ORS chapter for their entity type.

Source: ORS 56.014

Every active business entity in Oregon—including domestic corporations, LLCs, LPs, LLPs, business trusts, nonprofits, and registered foreign entities—must file an annual report (also called an “annual renewal”) and pay the prescribed fee each year to remain in good standing.

Due Date and Filing Window

• For most entity types, the annual report is due on the anniversary date of the entity’s original registration or qualification in Oregon; the deadline is the last day of the anniversary month. The Oregon Secretary of State typically sends a renewal notice about 45 days before the due date, but failure to receive notice does not relieve the filing requirement. ("Annual Report or Renewal")

• Assumed business names (DBAs) renew every two years, not annually.

Fee Schedule (as of June 2026)

• Domestic corporations and LLCs: $100 per year
• Foreign corporations and LLCs: $275 per year
• Domestic or foreign LPs/LLPs: $100 per year
• Assumed business names: $100 (domestic, biennially); $50 (foreign, biennially)

These fees and their cycle are confirmed by the Oregon Business Registry Fee Schedule. Always reference the current fee schedule to verify specifics for less common entity types.

How to File

• File online via the Oregon Business Registry portal at sos.oregon.gov/business for fastest processing. Paper forms are available but are processed more slowly.

Consequences of Missing or Late Filing

• If not filed by the due date, the entity becomes 'inactive' and faces administrative dissolution or revocation of foreign qualification. The Secretary of State provides notice before dissolution or revocation.
• Administratively dissolved or revoked entities can seek reinstatement within five years by filing past-due reports and paying all fees, including a reinstatement fee. However, any missed period creates a gap in good standing. ("Renewal Help and Reinstate a Business")

Keeping up with the annual renewal requirement is essential—administrative dissolution for non-compliance is a risk that can be remedied, but not without cost or the risk of contract voids during any lapse.

Source: Oregon Secretary of State — Annual Report or Renewal Source: Oregon Business Registry Fee Schedule Source: Oregon Secretary of State — Renewal Help and Reinstate a Business Source: Oregon Secretary of State — Articles of Incorporation FAQ

Oregon statutes require every business entity—domestic (organized under Oregon law) or foreign (registered to do business in Oregon)—to continuously maintain a registered agent and a registered office in the state. The rules differ slightly for each entity type, but the following principles cover domestic corporations (ORS Chapter 60) and domestic LLCs (ORS Chapter 63), along with foreign counterparts.

Who may serve as agent — statutory requirements:

• For corporations: The registered agent may be (a) an individual resident of Oregon, or (b) a domestic or foreign corporation authorized to transact business in Oregon, or (c) a domestic or foreign nonprofit authorized in Oregon. The agent must have a business office identical with the registered office (ORS 60.111(1)(a)-(c)).
• For LLCs: The registered agent may be (a) an individual resident of Oregon, or (b) a domestic corporation, or (c) a foreign corporation authorized to do business in Oregon. The registered office must be a physical street address in Oregon (ORS 63.111(1)-(2)).
• A P.O. box alone is not sufficient; the registered agent must have a physical address in Oregon.

Duties and statutory responsibilities:

• The registered agent is the entity’s official recipient for service of process (lawsuits, subpoenas), state notices, and legal documents. Maintaining current agent information is mandatory; a Statement of Change must be filed with the Secretary of State if the agent or office address changes (ORS 60.111(4); ORS 63.111(4)).

Agent resignation — formal process:

• An agent may resign by delivering a signed statement of resignation to the Secretary of State. Resignation is effective on the 31st day after filing unless a new agent is named sooner. The Secretary of State must give notice to the entity at its principal office. Requirements for resignation are delineated under ORS 60.117 (corporations) and ORS 63.117 (LLCs).

Consequences of failing to maintain a registered agent:

• If an entity fails to maintain a registered agent or office, the Secretary of State may administratively dissolve a domestic corporation or LLC, or revoke the authority of a foreign entity (ORS 60.634, ORS 63.647). The office will provide notice; the entity then has 45 days to cure the defect by filing an appropriate statement of change. Failure to cure within that period triggers dissolution/revocation.

An unbroken registered agent appointment is vital for all Oregon-registered entities—a lapse exposes the entity to loss of good standing and risk of missing official communication.

Source: ORS 60.111 — Registered agent for corporations Source: ORS 63.111 — Registered agent for LLCs Source: ORS 60.117 — Resignation of agent (corporations) Source: ORS 63.117 — Resignation of agent (LLCs) Source: ORS 60.634 — Administrative dissolution (corporations) Source: ORS 63.647 — Administrative dissolution (LLCs)

A business entity formed outside Oregon (a "foreign" corporation or LLC) must qualify with the Oregon Secretary of State before transacting business in the state. Oregon law is specific about what activities do—and do not—trigger this requirement, the registration process, the required documents, and the filing fee.

What counts as "doing business" in Oregon? Under ORS 60.701(1) (corporations) and ORS 63.701(1) (LLCs), a foreign entity must obtain authority from the Secretary of State prior to transacting business in Oregon. However, not every business activity constitutes "doing business." Activities that generally do NOT trigger foreign qualification include:

• Maintaining bank accounts
• Holding board or member meetings
• Selling through independent contractors
• Soliciting orders that require acceptance outside Oregon
• Securing or collecting debts
• Transacting isolated business (one-off) not in the course of repeated transactions

If a foreign entity has an office, warehouse, employees, or owns income-generating property in Oregon, or is otherwise conducting sustained business, registration is required. The full statutory list of exempt activities appears at ORS 60.707 (corporations) and ORS 63.707 (LLCs).

How to qualify — Application process and required documents

• File online using the Oregon Business Registry portal. The process uses the "Application for Authority" (corporations) or "Application for Registration" (LLCs).
• You must provide: (1) the true and complete entity name, (2) the jurisdiction and address of formation, (3) the Oregon registered agent and office, and (4) a certificate of existence or good standing from the entity’s home state, issued within 60 days before submission.

Filing fee

• As of May 2023, the application fee for both foreign corporations and LLCs is $275. This is confirmed by the Oregon Secretary of State Business Registry Fee Schedule. Fees are subject to change; always consult the current schedule.

Consequences of not qualifying Foreign entities conducting business without registering may not maintain a proceeding in Oregon courts until authorized and can face statutory penalties. However, their contracts with others are not automatically void.

Source: Oregon Secretary of State — Registering Your Business in Oregon: Foreign Business Source: ORS 60.701 – Authority to transact business required (corporations) Source: ORS 63.701 – Authority to transact business required (LLCs) Source: Oregon Business Registry Fee Schedule

To form a domestic entity in Oregon—whether an LLC, business corporation, limited partnership (LP), or limited liability partnership (LLP)—practitioners must file the appropriate organizing document with the Oregon Secretary of State, Corporation Division. Each entity type has its own statutory requirements, form, and fee as set by the official Oregon fee schedule (consult the current schedule for updates, as fees can change).

LLC (Limited Liability Company):

• File "Articles of Organization" using Form LLC-1.
• Required information: entity name meeting Oregon distinguishability rules (ORS 63.094), Oregon registered agent and street address (ORS 63.111), principal office, organizer details, and LLC duration if not perpetual (ORS 63.044, 63.047).
• As of the latest published fee schedule, the filing fee is $100. Always confirm the current amount on the fee schedule at the time of filing.

Corporation (Business Corporation):

• File "Articles of Incorporation" using Form 130-081 for for-profit corporations.
• Required information: corporate name, registered agent, principal office, share structure, and incorporator information (ORS 60.047).
• The fee, according to the latest schedule, is $100.

LP (Limited Partnership) / LLP (Limited Liability Partnership):

• LPs file a "Certificate of Limited Partnership" using Form LP-1; LLPs register through "Registration – Limited Liability Partnership" using Form 620.
• LPs must list the partnership name, registered agent, office, and all general partners (ORS 70.095). LLPs provide partnership name, registered agent, principal office, and at least two partners (ORS 67.603).
• The typical filing fee per the schedule is $100 for each.

Filing method and processing:

• All forms can be filed online through the Oregon Business Registry portal, which is the fastest method. Paper forms are available for download, though processing is slower.
• Once the filing is accepted, the Secretary of State issues a confirmation and the entity becomes effective upon filing, unless a delayed effective date is listed in the document (ORS 63.051 for LLCs, ORS 60.051 for corporations).

Note: Filing fees are set per the published schedule and may change; do not rely on third-party summaries for fee currency. As of the schedule linked below (retrieved June 2026), the $100 figure applies, but practitioners should always review the most recent fee schedule before submitting.

Source: Oregon Secretary of State — Business Registry Forms Source: Oregon Business Registry Fee Schedule Source: ORS 60.047, 60.051, 63.044, 63.047, 63.094, 63.111, 63.051, 70.095, 67.603

Oregon business entities must register with the Oregon Department of Revenue (DOR) if they will (a) hire employees in Oregon, (b) owe withholding, (c) incur Oregon corporate or personal income tax, or (d) trigger the Corporate Activity Tax (CAT) or other statewide business tax obligations. This requirement applies to both domestic entities (formed in Oregon) and foreign entities after qualification. DOR registration is a separate process from Secretary of State formation or qualification and is not required for all filers—only those with state tax or employee-related obligations.

Who must register with the Department of Revenue?

• Any entity with employees must register for an employer withholding account before paying wages subject to Oregon income tax. The trigger and procedures are detailed in ORS 316.162 and the DOR employer registration guidance.
• Businesses with Oregon gross receipts exceeding $1 million per year must register for the Corporate Activity Tax (CAT) under ORS 317A.106. CAT registration is mandatory within 30 days of business activity crossing the $1 million threshold.
• Entity registration is also required for other specific business state taxes as identified by the DOR, but entities without payroll, taxable Oregon income, or a CAT obligation are not required to register with the DOR solely by virtue of formation or qualification.

Registration process and Business Identification Number (BIN):

• The principal mechanism for employer and payroll tax registration is the "Combined Employer's Registration" form (Form 150-211-055), available online or as a paper filing. Submission creates an account for state income-tax withholding, the statewide transit tax, and unemployment insurance (the latter is administered by a separate agency, but the BIN is assigned through this registration).
• Upon successful registration, the DOR issues the entity a Business Identification Number (BIN), which is required for all payroll tax filings and DOR correspondence.

How to file:

• Most businesses complete registration via the DOR’s online portal on the "Business Registration" page, or by submitting the Combined Employer's Registration form. Required information includes your federal EIN, business structure, addresses, projected employment, and entity officers or responsible parties.

Special notes:

• Oregon does not have a statewide sales tax, so there is no requirement for a sales tax permit or general-use tax permit at the state level. Local jurisdictions may have their own business taxes or licenses, but these are not handled through DOR registration.

Staying tightly scoped: file with the DOR only when tax or payroll statutes specify, and rely on the "Combined Employer's Registration" cited below for trigger and process details.

Source: Oregon Department of Revenue — Business Registration Source: Combined Employer's Registration (DOR Form 150-211-055) Source: ORS 316.162 (Withholding tax registration) Source: ORS 317A.106 (Corporate Activity Tax registration)

Any business entity (domestic or foreign) with Oregon employees must register with the Oregon Employment Department for state unemployment insurance (commonly called SUTA or UI tax) once it meets the statutory employer threshold. Oregon law defines an "employer" for unemployment insurance purposes as any entity that pays $1,000 or more in total wages to employees in Oregon during any calendar quarter (ORS 657.015, 657.017). For most new and expanding employers, hiring the first or second Oregon employee is likely to trigger the filing requirement promptly.

Registration process — employer account setup:

• Entities must register with the Oregon Employment Department via its Online Employer Registration portal to obtain an Employer Account Number (EAN). Registration may be initiated directly at the Employment Department or when filing the Combined Employer’s Registration form with the Department of Revenue (Form 150-211-055), which transmits core business information for SUTA onboarding.
• Registration asks for the entity’s federal EIN, legal name, address, NAICS code for business activity, ownership details, payroll start date, and responsible parties.

Ongoing wage reporting and tax compliance:

• Once registered, the entity must file quarterly wage reports and pay unemployment insurance tax as calculated per the rate set by the Department (rate varies by experience and industry; new employers use the standard entry rate specified annually in Department publications).
• Maintaining an active account in good standing requires timely reporting and payment each quarter.

New hire and rehire reporting:

• Oregon law requires every employer to report newly hired or rehired employees (including rehires after a 60-day gap) to the Oregon New Hire Reporting Center within 20 days of the hire date (ORS 25.790). Electronic reporting is available through the Center’s online portal.
• This mandate applies to all entities with employees—regardless of where the entity formed—if they have an active workforce in Oregon.

Consequences — penalties for noncompliance:

• Failure to register and pay Oregon SUTA tax can result in penalty assessments and interest as detailed in the Employer Guide (see Penalties and Interest, p. 38–39), as well as possible administrative action including account suspension and, for repeated willful violations, personal liability for responsible individuals.
• Not reporting new hires can lead to civil penalties; the exact amount is governed by OAR 137-055-5360, but as of publishing, the New Hire Reporting Center and Employer Guide confirm significant fines for persistent failure.

References:

• Statutory employer definition and reporting triggers: ORS 657.015, ORS 657.017
• New hire reporting mandate: ORS 25.790
• Detailed process and enforcement: Oregon Employment Department Employer Guide, pp. 7 (registration), 17–19 (reporting), 38–39 (penalties)
• Filing portals and forms: Department registration page, New Hire Reporting Center

Source: ORS 657.017 — Definition of Employer Source: ORS 25.790 — New Hire Reporting Source: Oregon Employment Department — Employer Guide Source: Oregon Employment Department — Employer Account Registration Source: Oregon New Hire Reporting Center

Oregon business entity names must be distinguishable from those of other entities on file or reserved with the Oregon Secretary of State, whether for a domestic filing (such as an LLC or corporation) or a foreign entity registering to do business in Oregon. The controlling statutes—ORS 60.094 (corporations), ORS 63.094 (LLCs), and ORS 70.065 (LPs)—require that the name be “distinguishable upon the records” of the Secretary of State from any entity, trade name, or reserved name. The statutes do not enumerate what makes names distinguishable, and the Oregon Secretary of State's public-facing guidance notes that minor changes such as punctuation, business identifiers (like “Inc.” or “LLC”), and articles or conjunctions usually do not make a name unique for filing purposes. These are agency practices developed to prevent public confusion but are not exhaustively spelled out in the statutes.

Names must not mislead the public as to an entity's purpose, and certain terms (such as “bank” or “trust”) are restricted under Oregon law or may require regulatory approval. These limitations are noted in the Secretary of State’s business naming policies, even where not explicit in the statutes above.

A prudent first step is to search the existing Oregon Business Registry database using the Name Search tool provided on the Secretary of State’s website, but note that passing an online search is not a guarantee—the statutes control the final outcome.

Name reservation (before filing):

• Reservation is available to any applicant wishing to secure a name prior to formal entity formation or registration. The reservation process is detailed in ORS 56.022: File online or submit Form 530 to the Corporation Division.
• The reservation holds the proposed name for 120 days from the date of filing. The same applicant is allowed to obtain one additional 120-day reservation after the first expires, for a potential total reservation period of 240 days. This is not technically a “renewal,” but a new reservation for the same name.
• As of June 2026, the fee to reserve a name is $100, confirmed by the current Oregon Business Registry Fee Schedule (always check for updates before filing; fees are subject to change).
• Name reservation is optional and does not confer legal rights beyond holding the name pending filing.

Practically, many practitioners reserve the name to avoid rejections at the filing stage, particularly for competitive or generic names. But only a filing accepted by the Secretary of State’s office—and in compliance with the statutes—guarantees name rights.

Source: ORS 60.094 — Corporate name Source: ORS 63.094 — LLC name requirements Source: ORS 70.065 — Name of limited partnership Source: ORS 56.022 — Name reservation process Source: Oregon Secretary of State — Name Reservation (Form 530) Source: Oregon Business Registry Fee Schedule

The Oregon Business Registry (OBR) portal is the Secretary of State’s preferred—though not uniformly mandatory—system for business entity filings, including formation, qualification, annual reports, and amendments. While paper forms are still accepted for most entity types, the OBR portal is strongly encouraged and delivers the fastest processing and confirmation. Entities and their authorized representatives should understand how to enroll, link business records, and manage credentials in the OBR system.

Portal access and enrollment steps:

• The OBR portal is accessible at https://sos.oregon.gov/business/Pages/default.aspx.
• To create an account, select "Create a New User Account" then enter a valid email and password. Activation requires responding to a confirmation email. Each registered user controls their own login and may associate one or multiple entities with the account (per the "File Online" FAQ).
• For businesses already on file (formed or registered previously), the portal enables record linkage by providing your Registry Number (printed on renewal notices and formation acceptance letters). The Customer Registry Number (CRN) may be needed to claim or verify an association with existing business records. This information is often included with official state correspondence.

Online filing and credential management:

• All main filings (formation, annual/periodic reports, address or agent changes, amendments, dissolutions, and withdrawals) can be submitted electronically through the portal. The OBR dashboard shows reports due, and real-time payment by credit/debit card is available.
• If credentials are lost, the "Forgot your password?" option on the login page sends a reset link to the registered email. Username (email) updates and business profile changes are handled within account management. For complex cases—like lost access to the registered email—users are advised to contact the Secretary of State's Business Registry Help Desk as published on the portal homepage.

Paper filing and portal limitations:

• While online filing is recommended, practitioners can download paper forms for most filings from the portal’s "Forms" library. Some specialized filings (especially those involving notaries or statutory exceptions) may require mailing or hand delivery—consult current guidance for those edge cases.

Maintaining active portal access is critical for staying current on annual reports and compliance obligations. Entities should document their credentials securely and enroll early in the OBR system to streamline Oregon filings.

Source: Oregon Secretary of State — Business Registry Homepage Source: Oregon Secretary of State — File Online (FAQs)

Oregon law permits most administratively dissolved or revoked business entities—including domestic corporations and LLCs, and registered foreign entities—to apply for reinstatement and restore good standing if action is taken within a statutory window. The precise reinstatement requirements and timelines are set by entity type and the reason for dissolution or revocation.

Which entities are eligible, and when:

• Domestic corporations may apply for reinstatement within five years of the effective date of administrative dissolution under ORS 60.637. Domestic LLCs follow a comparable five-year window under ORS 63.654. Partnerships and LLPs have similar procedures.
• For foreign entities whose registration has been revoked, Oregon statute and the Secretary of State’s publications offer a pathway for reinstatement, but the exact process and allowable window are not spelled out in the statutes with the same clarity as for domestic entities. Unable to confirm as of 2026-06-16.

How reinstatement works:

• The business must file a Reinstatement Application with the Oregon Secretary of State, Business Registry. This can be done online or by paper.
• All delinquent annual reports must be filed, and all related renewal fees, late fees, and a reinstatement fee must be paid. The current fee may be found on the Oregon Business Registry Fee Schedule; as of the latest available schedule, the fee is $100 for both corporations and LLCs, but practitioners should always confirm the latest fee before filing.
• If the problem was a lapse in registered agent, a change of agent filing must be submitted before or with reinstatement.

Effect of reinstatement: Reinstatement restores the entity as if the administrative dissolution or revocation had not taken place (ORS 60.637(5) for domestic corporations; ORS 63.654(5) for LLCs). This retroactive effect does not erase liabilities or obligations incurred during the dissolution period; the statutes are silent as to the effect on third-party rights.

If reinstatement is not sought within the window:

• After five years, a domestic corporation or LLC cannot reinstate its old registration—it must organize or qualify anew, and the prior name may be unavailable.
• For foreign entities, unable to confirm the precise reinstatement cutoff as of 2026-06-16.

Official procedures and forms are available at the Oregon Secretary of State Business Registry Reinstatement Instructions page. Practitioners are urged to review both statutory and posted guidance for the current process.

Source: ORS 60.637 — Reinstatement following administrative dissolution (corporations) Source: ORS 63.654 — Reinstatement following administrative dissolution (LLCs) Source: Oregon Secretary of State — Business Registry: Reinstatement Instructions Source: Oregon Business Registry Fee Schedule

Oregon requires most corporations and LLCs taxed as corporations—whether domestic or foreign—to pay an annual minimum excise tax if they are doing business in Oregon or earning Oregon-source income. This minimum tax is separate from and in addition to the annual report fee charged by the Secretary of State.

Who owes the minimum excise tax?

• Every corporation or LLC taxed as a corporation (for federal tax purposes) must pay at least the minimum tax when doing business in Oregon or deriving income from Oregon sources, unless specifically exempt under ORS 317.080 (e.g., certain government or nonprofit entities).
• S corporations owe a distinct minimum tax, covered below. LLCs taxed as partnerships or disregarded entities are not subject to the corporate minimum excise tax but may have filing obligations.

Minimum tax bracket schedule (in effect for tax years beginning on or after January 1, 2013):

• The minimum excise tax for C corporations is based on Oregon sales reported on the return:
• Oregon sales up to $500,000: $150
• $500,001 to $1 million: $500
• $1,000,001 to $2 million: $1,000
• $2,000,001 to $3 million: $1,500
• $3,000,001 to $5 million: $2,000
• $5,000,001 to $7 million: $4,000
• $7,000,001 to $10 million: $7,500
• $10,000,001 to $25 million: $15,000
• $25,000,001 to $50 million: $30,000
• $50,000,001 to $75 million: $50,000
• $75,000,001 to $100 million: $75,000
• Over $100 million: $100,000
• S corporations (Oregon and foreign) pay a flat $150 minimum under ORS 317.090(5).
• This schedule continues in effect for subsequent tax years unless amended by statute.

When and how to pay

• The minimum tax is due with the corporate excise or income tax return (most commonly Form OR-20 for C corporations, OR-20-S for S corporations) filed with the Oregon Department of Revenue. The usual deadline is the 15th day of the month following the federal return deadline—typically April 15 for calendar-year filers, or the next business day if that falls on a holiday or weekend.

Failure to pay the minimum tax as required can result in penalties and interest assessed by the Department of Revenue, per their official instructions. The obligation to pay the minimum tax applies regardless of whether the corporation has taxable income.

Practitioners should consult the Department of Revenue corporate forms and instructions each year for any updates to amounts, procedures, or deadlines.

Source: ORS 317.090 — Minimum tax Source: Oregon Department of Revenue — Corporate excise and income tax forms and instructions

A foreign (out-of-state) corporation or limited liability company (LLC) that transacts business in Oregon without first qualifying with the Secretary of State (by filing an Application for Authority or Registration) is exposed to both legal and financial penalties under Oregon law. The consequences are outlined in ORS 60.707 for corporations and ORS 63.707 for LLCs.

Loss of standing in Oregon courts: A foreign corporation or LLC may not maintain a lawsuit or legal proceeding in any Oregon court while it is not authorized to do business in Oregon. This statutory bar means the entity cannot enforce contracts or assert other claims until it has registered. If a company discovers the lapse mid-lawsuit, the case may be stayed until compliance is achieved. However, the entity may defend itself in court even if unqualified—Oregon law does not bar defenses, only affirmative claims (ORS 60.707(1); ORS 63.707(1)).

Cure and retroactive effect: Once the foreign entity qualifies (registers), it may then maintain its legal proceedings, including those arising from transactions during the unqualified period. The law makes clear that late registration does not erase contracts, acts, or rights acquired while unqualified—it only restricts access to courts until the defect is cured (ORS 60.707(2)-(3); ORS 63.707(2)-(3)).

Financial penalties and fee arrearages: An unregistered foreign corporation or LLC found to be doing business in Oregon is liable for (a) all fees and penalties that would have applied had the entity registered on time, and (b) may also be subject to an additional civil penalty assessed at the discretion of the Attorney General or Secretary of State (ORS 60.707(4)-(5); ORS 63.707(4)-(5)). There is no "grace period" for the registration requirement.

Personal liability risk: Oregon law does not automatically impose personal liability on members, managers, or officers for the entity’s unregistered activities, but the lack of corporate standing can mean uncollectable Oregon debts and enforcement gaps until qualification is cured. Oregon statutes are silent on additional personal penalties for routine foreign qualification failures.

No voiding of contracts: The statute specifically provides that contracts entered into by an unqualified foreign corporation or LLC are not void solely for lack of qualification—the entity is still bound, but cannot enforce those rights until it registers (ORS 60.707(3); ORS 63.707(3)).

Back-registration process: A foreign corporation or LLC must register through the normal qualification process with the Secretary of State (including submission of a current certificate of existence from its home state). As part of belated qualification, all past-due fees must be paid, and risk of additional civil penalties remains at the agency’s discretion.

Source: ORS 60.707 – Consequences of transacting business without authority (corporations) Source: ORS 63.707 – Consequences of transacting business without authority (LLCs)

A foreign business entity registered in Oregon—such as a corporation or limited liability company (LLC) formed outside Oregon—must formally withdraw its Oregon registration to end its authority to transact business in the state and terminate statutory reporting obligations. Oregon law prescribes separate but parallel withdrawal processes for foreign corporations and LLCs, detailed below.

Application for Withdrawal — Statutory Content:

• Foreign Corporations: Under ORS 60.711, the Application for Withdrawal must state (1) the name of the corporation as registered in Oregon; (2) that it is not transacting business in Oregon and surrenders its authority; and (3) the address to which the Secretary of State may mail any legal process served after withdrawal—and an undertaking to notify the agency of future address changes for at least one year after the effective withdrawal.
• Foreign LLCs: Under ORS 63.711, the application must similarly include the name, a declaration that the LLC is not transacting business and surrenders authority, and an Oregon address for service of process for one year post-withdrawal.
• Both forms are available from the Oregon Secretary of State Business Registry Forms library. Forms may be submitted by mail or online.

Fee and Effective Date:

• As reflected in the Oregon Business Registry Fee Schedule (consulted as of June 2026), the required filing fee for foreign corporation or LLC withdrawal is $100. Confirm the amount on the most recent schedule before submitting; rates may change over time. Withdrawal becomes effective upon acceptance by the Secretary of State, unless the application specifies a later effective date.

Statutory Effect of Withdrawal:

• Withdrawal ends the entity’s authority to transact business in Oregon, halts further annual report obligations, and ends the registered agent’s authority. However, the Secretary of State remains the agent for service of process relating to acts occurring while registered, for at least one year after withdrawal (ORS 60.711(4); ORS 63.711(4)). The entity continues to bear responsibility for liabilities incurred during its registration, including taxes and legal claims tied to events while registered, as set out by statute.

Practitioners should draft withdrawal applications closely following the statutory requirements in ORS 60.711 or ORS 63.711 and validate all particulars (especially the fee) using the Secretary of State’s current instructions and posted forms.

Source: ORS 60.711 — Withdrawal of foreign corporation Source: ORS 63.711 — Withdrawal of foreign LLC Source: Oregon Secretary of State — Business Registry Forms Source: Oregon Business Registry Fee Schedule

Any person or business entity—including individuals, partnerships, corporations, LLCs, or other organizations—conducting business in Oregon under a name other than its true legal name must register an assumed business name (commonly called a "DBA") with the Oregon Secretary of State before using that name in commerce. This rule applies both to domestic Oregon entities and foreign entities qualified to do business in Oregon, as well as sole proprietors and general partnerships.

Who Must Register and When:

• Registration is required if the public would be misled as to the identity or legal nature of the business because the business name used does not clearly show the true name or legal status (ORS 648.007(1)). For example, omitting the "LLC" in a business name could trigger registration if it could mislead the public as to whether the business is incorporated.
• You must register the assumed name before transacting business or advertising under it. There is no grace period.

How to Register:

• Registration is made online or by mail using the "Assumed Business Name – New Registration" form available via the Oregon Business Registry portal. The filing requires the exact name being registered, the registrant’s true name and principal address, a brief description of the business, and the names of all Oregon counties in which the business will operate (ORS 648.010, 648.017).
• The current fee for both initial registration and renewal is $50, confirmed by the Oregon Business Registry Fee Schedule (retrieved June 2026). There is no difference in fee between domestic and foreign filers.

Renewal and Administrative Process:

• Renewal of the assumed business name registration is required every two years, by the end of the second anniversary month after initial registration (ORS 648.017(4)). The Secretary of State may send a courtesy reminder, but the obligation to renew lies with the filer.
• Failure to renew leads to administrative cancellation of the assumed business name registration; the entity may not claim the privileges of registration until the name is re-registered.

Legal Effects of Non-registration:

• An entity that fails to register an assumed business name as required may not maintain a lawsuit arising from contracts or business conducted under that name until registration is completed (ORS 648.135). The entity, however, may still be sued under the unregistered name, and contracts are not rendered void solely for lack of registration.

Geographic Scope and Name Conflicts:

• Oregon allows different businesses to register the same assumed name provided they operate in different counties. However, once a business registers a name in a county, that name is unavailable for new registrants in that county (ORS 648.025).

The public may search registered assumed business names through the Oregon Business Registry. Registration in Oregon is not the same as trademark protection and does not establish exclusive rights outside the state or within a specific industry.

Source: ORS 648.007–.135 — Assumed Business Names Source: Oregon Secretary of State — Assumed Business Name Registration Source: Oregon Business Registry Fee Schedule

A domestic Oregon corporation or limited liability company (LLC) may voluntarily dissolve by following the process prescribed in Oregon statutes. Correctly completing each step ensures termination of the entity’s legal existence and ends ongoing reporting and tax obligations.

Corporations — Steps and Statutory Process:

• Dissolution begins with the board of directors (or incorporators, if no board) adopting a resolution to dissolve. Shareholders must approve the dissolution as required in the articles of incorporation or by statute (ORS 60.631).
• The corporation files Articles of Dissolution with the Oregon Secretary of State. Forms are available online through the Oregon Business Registry, or as downloadable PDFs from the agency’s forms library.
• After dissolution, the corporation exists solely to wind up its business. This winding-up period is governed by ORS 60.634–60.644. The activities may include collecting assets, disposing of property, discharging liabilities, and giving written notice to known claimants. The law sets out claim procedures and liability rules for surviving obligations (ORS 60.637–60.641). Articles of termination are optional unless a delayed dissolution effective date is used (ORS 60.644).
• As of the current Business Registry Fee Schedule, there is no filing fee for dissolution of an Oregon business corporation (confirm on the published schedule).

LLCs — Steps and Statutory Process:

• The members may authorize dissolution according to the LLC’s operating agreement or, if silent, by members with a majority of interests (ORS 63.621). File Articles of Dissolution with the Secretary of State—available online and by mail.
• After filing, the LLC conducts winding up per ORS 63.629–63.634, including settling debts, distributing assets, and notifying creditors. Members manage or appoint managers for this phase.
• Filing a certificate of termination with the Secretary of State is permitted, but not mandatory, once winding up concludes (ORS 63.637). Most LLCs rely on the dissolution filing itself unless a delayed effective date was used.
• The state does not charge a fee for domestic LLC dissolution (per the currently posted schedule; always verify before filing).

Effect of Dissolution:

• Dissolution is effective upon filing unless a later date is specified. The entity exists solely for winding up. Under both ORS 60.637 and ORS 63.634, statutory procedures control the obligations to creditors and potential claims after dissolution. The entity’s liability for obligations and potential lawsuits can survive for a period set by statute, provided notice requirements are followed.

• Forms and current agency procedures are found on the Oregon Secretary of State’s Business Registry Forms library. Practitioners should confirm current requirements and fee amounts at the time of filing.

Source: ORS 60.631–60.644 — Voluntary dissolution of Oregon business corporation Source: ORS 63.621–63.637 — Voluntary dissolution of Oregon LLC Source: Oregon Secretary of State — Business Registry Forms Source: Oregon Business Registry Fee Schedule