International Legal Services

 

Oregon – Limited Liability Companies

 

General information about the State

 

Nickname: The Beaver State

Population: 3,140,000 (29th place)

Area: 98,386 sq miles (9th place)

Admitted to Union: the 14th of February, 1859

Capital City: Salem (population 111,400)

Other cities: Portland (437,300), Eugene (126,300)

 

Possible names with example of Alpha

Alpha Limited Liability Company

Alpha L.L.C.

 

May not contain words «Cooperative», «Limited Partnership», «L.P.».

The minimum number of members

One

Company management

LLC is managed by its members unless the articles state that LLC is to be managed by one or more managers.

 

If not otherwise provided in the operating agreement or the articles, managers and members have one vote each, with a majority vote necessary to take action by members or managers.

 

If not otherwise provided in the operating agreement or the articles, election and filling of manager positions and removal of managers is by majority vote of members.

 

When LLC has nominee members an attorney is appointed to manage LLC on the basis of power of attorney. As a rule, general power of attorney and a restricted one only for the purpose to open bank account are issued by nominee members in favor of company’ beneficial owner or authorized persons.

Amendments to Articles and Operating Agreement

Unless otherwise provided by the articles or operating agreement, amendments to operating agreement must be approved by all members.

Withdrawal of Members

Unless the articles or operating agreement say that a member cannot withdraw or otherwise limit or restrict a member’s power to do so, a member may withdraw upon six months’ written notice to the LLC. If the withdrawal is in violation of the operating agreement or the articles, a member can be held personally liable for financial damages caused by the withdrawal from the LLC.

 

If not otherwise provided in the operating agreement, a withdrawing member is entitled to receive the fair value of the member’s interest within a reasonable time after withdrawal.

 

Vote to continue LLC after dissociation of member not required.

Annual Report

 

Each company should present annual report to the Secretary of the State due on the date of registration of the LLC. The annual report must contain the following information:

·          The name of the LLC and the state (county) of organization of the LLC;

·          Name and address of registered agent of the LLC;

·          Business and postal address of the LLC;

·          Names and addresses of all managers, or if there is no manager, name and address of at least one members.

  • Business classification code most closely defining business of the LLC;
  • Employer federal ID number;
  • Any additional information required by Secretary of the state.

 

Taxation

State tax treatment of the company follows IRS classification for federal income tax.

 

Sales tax – 0%