Business & Commercial Law 

Generally, the filing fee to register a business with the Oregon Secretary of State is $100. This is an annual fee to maintain registration. However, there are a number of other factors that can affect formation costs, such as local licensing fees, specialized organizational documents such as bylaws or LLC operating agreements, optional third-party registered agent fees, etc.

Starting a business is always fact-specific, but always requires registration with the Secretary of State, obtaining a federal Employer Identification Number (EIN), and acquiring necessary state or municipal licenses, as applicable. Depending on the type of business being formed it is also important to draft initial organizational documents, such as bylaws, shareholder agreements, LLC operating agreements, etc. Once the initial documents and filings are complete, the next important step is to make sure the business has a separate bank account to ensure there is no improper commingling of funds. Beyond that, a business should consider obtaining insurance policies and carefully drafting contracts or terms of service when dealing with customers, clients, vendors, or suppliers.

Starting a business is always fact-specific, but always requires registration with the Secretary of State, obtaining a federal Employer Identification Number (EIN), and acquiring necessary state or municipal licenses, as applicable. Depending on the type of business being formed it is also important to draft initial organizational documents, such as bylaws, shareholder agreements, LLC operating agreements, etc. Once the initial documents and filings are complete, the next important step is to make sure the business has a separate bank account to ensure there is no improper commingling of funds. Beyond that, a business should consider obtaining insurance policies and carefully drafting contracts or terms 

All Washington businesses must register with Washington’s Secretary of State. Certain businesses require additional licensing, some of which are required by the state (such as debt collectors, contractors, accountants, medical professionals, engineers, etc.), while local jurisdictions may have separate licensing requirements in order to conduct business there. For a list of some of Washington’s licenses, visit https://www.dol.wa.gov/listoflicenses.html.

All Oregon businesses must register with Oregon’s Secretary of State. Certain businesses require additional licensing, some of which are required by the state (such as debt collectors, contractors, accountants, medical professionals, engineers, etc.), while local jurisdictions may have separate licensing requirements in order to conduct business there. Licensing in Oregon requires a direct application to the body regulating the license. For example, liquor and cannabis licensing is through the Oregon Liquor and Cannabis Commission, food preparation is through the Oregon Department of Agriculture, etc. For a list of some of Oregon’s licenses, visit https://apps.oregon.gov/SOS/LicenseDirectory/

Sole proprietors do not need to formally register a business, but they do need to apply for licensing through Washington’s regulatory body, the Washington Department of Licensing. Furthermore, a sole proprietor may choose to operate under a trade name, which should be registered with the Washington Secretary of State. However, it is important to note that a trade name is not a separate legal entity from the person who owns the proprietorship, so all liability will pass directly to the owner. A sole proprietor may also acquire a separate taxpayer identification number through the IRS.

Sole proprietors do not need to formally register a business, but they do need to apply for any applicable licensing to conduct business in their local jurisdiction. Certain cities or industries will require a business license before a sole proprietor is legally allowed to operate. Furthermore, a sole proprietor may choose to operate under a trade name, which should be registered with the Oregon Secretary of State. However, it is important to note that a trade name is not a separate legal entity from the person who owns the proprietorship, so all liability will pass directly to the owner. A sole proprietor may also acquire a separate taxpayer identification number through the IRS. 

Setting up an LLC requires filing a registration with the Washington Secretary of State, applying for an Employer Identification Number with the IRS, and applying for applicable licenses. It is also recommended to draft an LLC operating agreement, which will clarify the nature of the business and each owner(s) role within the business. Having a properly drafted LLC operating agreement can head off ownership disputes before they even begin, and can also offer more legitimacy if there is ever a question about whether the LLC was properly formed and operated.

Setting up an LLC requires filing a registration with the Oregon Secretary of State, applying for an Employer Identification Number with the IRS, and applying for applicable licenses. It is also recommended to draft an LLC operating agreement, which will clarify the nature of the business and each owner(s) role within the business. Having a properly drafted LLC operating agreement can head off ownership disputes before they even begin, and can also offer more legitimacy if there is ever a question about whether the LLC was properly formed and operated.