Oregon LLC Glossary — Key Terms Defined

This glossary defines terms specific to Oregon LLC formation, maintenance, and compliance under ORS Chapter 63. For the formation process, see our LLC formation guide. For ongoing compliance, see our after-formation overview.

A

Administrative Dissolution — Involuntary dissolution of your LLC by the Oregon Secretary of State, typically for failure to file the Annual Report after the 45-day grace period. Your LLC loses active status and cannot conduct business until reinstated. /63.651)

Annual Report — Yearly filing ($100) with the Oregon Secretary of State confirming your LLC's current information (addresses, registered agent, members/managers). Due on the anniversary of your formation date. Not a financial report.

Articles of Amendment — Document filed with the Secretary of State ($100) to change provisions in your Articles of Organization (name, management structure, duration). )

Articles of Organization — The formation document filed with the Oregon Secretary of State ($100) that legally creates your LLC. Governed by the Oregon LLC Act (ORS Chapter 63).

Assumed Business Name (ABN) — Oregon's term for a DBA (doing business as). Registered at the county level, not the state level. Required if your LLC operates publicly under a name different from its legal LLC name.

B

Business Registry — The division within the Oregon Secretary of State's office that processes LLC formations, Annual Reports, amendments, and dissolutions. Accessible at sos.oregon.gov.

Business Registry Number — The unique identification number assigned to your LLC by the Oregon Secretary of State when your Articles of Organization are filed. Used for all future filings.

C

Certificate of Existence — Oregon's term for a Certificate of Good Standing. Issued by the Secretary of State confirming your LLC is active and compliant. Needed for loans, foreign state registrations, and some contracts.

Charging Order — Under the Oregon LLC Act (ORS Chapter 63), a judgment creditor of an LLC member is limited to the rights of an assignee of the membership interest. The creditor receives the right to distributions (if and when made) but cannot seize LLC assets, force a sale, or participate in management.

Commercial Activity — Gross revenue from Oregon customers, used to determine Corporate Activity Tax obligations. LLCs with over $1 million in Oregon commercial activity owe the CAT.

Corporate Activity Tax (CAT) — Oregon tax on business entities with Oregon commercial activity exceeding $1 million. Rate: $250 + 0.57% of activity over $1M. Enacted in 2019 (HB 3427), effective 2020.

D

Disregarded Entity — IRS classification for single-member LLCs. The LLC is "disregarded" for federal tax purposes, meaning income is reported on the member's personal return (Schedule C) rather than a separate entity return.

Domestication — Process of converting a foreign LLC (formed in another state) into a domestic Oregon LLC under the Oregon LLC Act (ORS Chapter 63). Preserves the entity's EIN, contracts, and continuity.

E

Effective Date — The date your LLC legally begins to exist. Can be the filing date (default) or a future date up to 90 days out as specified in the Articles of Organization.

F

Foreign LLC — An LLC formed in a state other than Oregon that registers to do business in Oregon. Files an Application for Authority ($100) with the Oregon Secretary of State. )

G

Grace Period — Oregon provides a 45-day grace period after the Annual Report due date. Filing within this window incurs no penalty. After 45 days, administrative dissolution proceedings begin.

M

Manager-Managed — LLC governance structure where designated managers (not all members) have authority to conduct business. Specified in Articles of Organization and operating agreement. )

Member — An owner of the LLC. Members have economic rights (share of profits) and, in member-managed LLCs, governance rights (voting, management authority).

Member-Managed — Default LLC governance structure under ORS Chapter 63 where ALL members have authority to conduct business and bind the LLC. Most common for small LLCs where all owners are active.

O

Operating Agreement — The internal governing document of your LLC, recognized under the Oregon LLC Act (ORS Chapter 63). Defines member rights, profit allocation, management structure, and procedures. Not filed with the state.

ORS Chapter 63 — The Oregon Revised Statutes chapter governing limited liability companies. Contains all formation, governance, dissolution, and merger rules for Oregon LLCs.

P

Pass-Through Taxation — Default tax treatment where LLC income "passes through" to members' personal tax returns rather than being taxed at the entity level. No Oregon entity-level income tax for pass-through LLCs.

PTE-E (Pass-Through Entity Elective Tax) — Oregon's optional entity-level tax election (9% rate) that allows multi-member LLCs to bypass the federal $10,000 SALT deduction cap.

Professional LLC (PLLC) — LLC formed under the Oregon LLC Act (ORS Chapter 63) for the purpose of rendering professional services requiring a state license. All members must hold the relevant Oregon professional license.

R

Registered Agent — The individual or entity designated under the Oregon LLC Act (ORS Chapter 63) to receive service of process, tax notices, and official correspondence on behalf of your LLC. Must have a physical Oregon street address. Cannot be a PO box or virtual office.

Reinstatement — Process of restoring an administratively dissolved LLC to active status. Requires filing all overdue Annual Reports + fees + reinstatement fee ($100). )

S

Series LLC — A type of LLC with internal subdivisions that each have separate liability. NOT available in Oregon. Available in some other states (Delaware, Illinois, Texas, Wyoming).

Statement of Change — Document filed to update registered agent information with the Secretary of State ($0 (no fee)).

V

Veil Piercing — Legal doctrine allowing courts to disregard the LLC's separate existence and hold members personally liable. Occurs when the LLC is merely an "alter ego" of the owner (commingling funds, undercapitalization, failure to maintain separateness).