Find out how to qualify your LLC to conduct business in Oregon.
If you own a company that was founded in a state other than Oregon, you must qualify or register it in Oregon in order to conduct business there. The requirements for qualifying your international (non-Oregon) limited liability corporation (LLC) to conduct business in Oregon are summarized here.
What exactly is a Foreign LLC?
If your LLC is founded in another state, it is referred to as a foreign LLC in Oregon. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. In Mississippi, for example, an LLC founded in Alabama is a foreign LLC.
Oregon Business Transactions
If you are “transacting business” in Oregon, you must register your foreign company with the state of Oregon, according to Oregon’s LLC Act. What exactly does this mean? The word “transacting business” in connection to overseas registrations is not clearly defined under Oregon’s LLC Act, as it is in other states.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Oregon’s LLC Act, like other states’, outlines some actions that do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal business affairs such as holding member or manager meetings having a bank account in the state selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before they become contracts creating or acquiring indebtedness, mortgages, and security
The LLC Act also notes explicitly that the latter list is not comprehensive (other activities also may be exempt). Check Section 63.701 of the Oregon Revised Statutes for a complete legal definition of each of these topics. If your LLC’s only operation in Oregon is one or more of the activities mentioned above, you should not be required to register with the state.
Request for Authority
You must submit an Application for Authority to Transact Company — Foreign Limited Liability Company with the Oregon Secretary of State to register your business in Oregon (SOS). The application form may be downloaded on the SOS website.
To complete the form, you must supply the same information that you would need to incorporate an LLC in your home state. More precisely, for an Oregon registration application, you must provide:
the name of your LLC as it is registered in the state in which it was formed (must contain the words “Limited Liability Company” or the abbreviations “LLC” or “L.L.C.”)
the LLC’s home state registration number or a Certificate of Existence from the LLC’s home state
the date your LLC was formed the length of your LLC if not perpetual the state where your LLC was formed a declaration that your LLC “satisfies the standards of ORS 63.714(3)” (a short section of the LLC Act stating that a foreign LLC is not permitted to do anything in Oregon that an Oregon LLC is prohibited form doing)
the name of your LLC’s registered agent in Oregon, the street address of your LLC’s registered agent in Oregon, the location of your LLC’s primary office, the address where the SOS should mail notifications, and an authorized signature.
The application may be submitted on paper or online. The price for submitting is $275.
What Happens If You Do Not Sign Up?
If your LLC does business in Oregon without permission, it cannot sue in any of the state’s courts. It will also be accountable for fees that should have been paid. However, not being registered does not render your LLC’s conduct (such as contracts) void or prohibit your LLC from defending a lawsuit in Oregon. Furthermore, a member of the LLC is not accountable for the debts and liabilities of the LLC only because the corporation performed business in Oregon without permission.
Creating an Oregon Foreign Corporation
The regulations and standards for international qualifying in Oregon are identical whether your company is structured as a corporation rather than an LLC. You must, however, submit a separate application, Application for Authority to Transact Business – Business/Professional. For paperwork, information, and filing requirements for registering a foreign company in Oregon, see the Oregon Secretary of State’s website.