There are several options available when deciding how to structure your company. These options range from very formal structures such as corporations to very lax structures such as sole proprietorships. A limited liability partnership (LLP) is somewhere in the middle in terms of formality. It does require at least two owners, or partners, and it must be registered with the Oregon Secretary of State. However, the company can be run equally by all of the partners, and these partners also have their personal assets protected from the company’s actions through limited liability.
A company can only be an LLP in Oregon if it meets a handful of requirements. Before doing anything else, the company must first have a vote in which the company elects to become an LLP. In Oregon, a company can only elect to become an LLP if it offers a professional service or if it offers complementary services to another LLP that does offer a professional service with which the company is already affiliated. An LLP must also have a name that contains “Limited Liability Partnership” “LLP”, or “L.L.P.” at the end. The name cannot contain any of the following: corporation, cooperative, incorporated, limited partnership, ltd., limited liability company, or any abbreviation of any of these terms. Finally, any LLP seeking to do business as an LLP in Oregon must file the appropriate paperwork with the Oregon Secretary of State.
Anyone looking to register an LLP with the Oregon Secretary of State has the option to file the necessary paperwork either online or via the mail. There are separate forms for a domestic LLP, which is an LLP established in Oregon, and a foreign LLP, which is an LLP established elsewhere. A domestic LLP must complete out an Application for Registration – Limited Liability Partnership, while a foreign LLP needs to fill out an Application for Authorization – Foreign Limited Liability Partnership. Both forms require much of the same information, including the LLP’s name, the address of the principal office of business, a mailing address, the names and addresses of two of the LLP’s partners, and a brief statement about the main business activity in which the LLP will be involved. In addition to this information, a domestic LLP will need to describe any professional services that it intends to provide. A foreign LLP will need to also disclose where and when the LLP was originally registered in another jurisdiction, as well as include either its registry number from its original jurisdiction or a Certificate of Existence. All of the partners of an LLP must also sign whichever form the LLP is filing.
Oregon is one of only a few states that does not require an LLP to have a registered agent for service of process. This means that all official documents can go to your company directly, instead of going to a third party first. Also, finding and appointing a registered agent is one less thing that you will need to stress over when transitioning your company into an LLP.
An LLP must renew its status every year by filing an annual report. The fee for filing the annual report is quite high, with domestic LLPs having to pay $100 and foreign LLPs being charged $275. If you do not file the annual report, your company may lose its LLP status.
It is not easy to establish a company as an LLP. An Oregon corporate lawyer can help you with your LLP paperwork and ensure that the process of transition your company to an LLP in Oregon goes smoothly.?