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Name and structure for an Oregon LLC (step 1 of 6)

What an LLC does and does not do for a solo therapist, the LLC versus professional corporation question, and how to check a business name for free before you file anything.

By Eric Richers, LPC, CADC III Updated 5 min read Lesson 2 of 12 in Business Take the quiz Study guide 1 document

This is the first of six short lessons on forming an Oregon LLC for a solo therapy practice. It covers what an LLC does for a licensed clinician and what it does not do, the question of whether a counselor should form an LLC or a professional corporation, and how to check a business name before you spend a dollar on it. I wrote it for grad students and new Oregon LPCs, LMFTs, LCSWs, and associates who are looking at private practice for the first time.

The course, in order

Each step is its own page. Work through them in sequence; each one assumes the last is done.

  1. Step 1: name and structure (this page)
  2. Step 2: the registered agent
  3. Step 3: filing the Articles of Organization
  4. Step 4: the EIN, and the Oregon BIN if you hire
  5. Step 5: operating agreement and bank account
  6. Step 6: the annual report and renewal

What an LLC does for a solo therapist

An LLC is a legal container. It holds the practice's contracts, its lease, its bank account, and its debts as things that belong to the company rather than to you personally. That separation is the main reason clinicians form one, and it is why Step 5 spends time on the bank account: the separation only means something if you keep it.

What an LLC does not do is make your clinical work someone else's responsibility. Oregon's LLC statute, ORS 63.074, allows an LLC to render professional services, and in the same breath says that licensed members are personally liable "to the same extent and in the same manner" as shareholders of a professional corporation. The plain reading: forming an entity does not change your personal accountability for your own professional conduct. Your license, your malpractice coverage, and your ethics obligations travel with you, not with the company.

So the framing is this. An LLC separates the business side of the practice from your personal finances. It does not stand between you and a client who has a grievance about your care. Anyone who tells you otherwise is selling something.

LLC or professional corporation

Some states make licensed professionals form a specially named entity, often called a PLLC. Oregon does not have a separate PLLC category. The state's own overview of business structures, Select Your Business Name and Structure, describes the LLC as one general-purpose entity and describes professional corporations as a distinct type governed by ORS Chapter 58. The definitions in ORS 63.001 follow the same pattern: "professional corporation" is defined, "professional LLC" is not.

What Oregon does require is that an LLC offering professional services say so in its formation papers. ORS 63.047 lists what the Articles of Organization must contain, and one item is the professional service the company will render. Step 3 comes back to this when you fill in the form.

Here is where I have to be careful. In compiling these notes I looked for an Oregon statute or a licensing board rule that requires counselors to use a PC rather than an LLC, and I did not find one. That is not the same as confirming no such rule exists. Before you rely on it, ask your own licensing board directly (for LPCs and LMFTs, the Oregon Board of Licensed Professional Counselors and Therapists; for LCSWs, the Board of Licensed Social Workers), and put the question to a business attorney who works with licensed clinicians. Ten minutes of their time is cheaper than re-forming an entity.

What the two structures have in common, and where they differ, as far as the state's own pages describe it
QuestionOregon LLCProfessional corporation
Governing statuteORS Chapter 63ORS Chapter 58
Can offer licensed servicesYes, if named in the Articles (ORS 63.047)Yes, by definition
Personal liability for your own professional conductSame as a PC shareholder (ORS 63.074)The baseline ORS 63.074 points to
Required for counselors by a rule I could findNo rule foundNo rule found

Check the name before you get attached to it

The Oregon Secretary of State runs a free search at Find a Business. Type the name you have in mind and see what comes up; the page also links an advanced search for a wider net. A name that sounds free can still collide with an existing registration that differs by a word or a spelling, so search the pieces of the name as well as the whole thing.

  1. Open Find a Business and search the exact name you want.
  2. Search the distinctive word on its own (the part that is not "Counseling" or "Therapy").
  3. Try the advanced search for near matches and older registrations.
  4. Write down what you found. If it is close, pick something else now rather than after the filing.

I would do this before buying a domain, ordering cards, or telling anyone the name. The search costs nothing and the reversal later costs plenty.

Trading under a different name

If the practice will operate under a name that is not the LLC's registered name, Oregon calls that an assumed business name, and the state requires a registration any time you do business under a name that does not include your "real and true name." Two details from that page matter for a therapist: an assumed name cannot include "LLC" unless an LLC actually owns it, and the principal place of business cannot be a PO Box or a virtual office.

The fee schedule posted on the Secretary of State's site lists an assumed business name registration at $50, with a $50 renewal every two years, as of September 2026. One caution: that PDF carries a revision code that looks like 2013 and no visible 2026 date, so confirm the number on the form before you pay. The simplest way to avoid this step is to name the LLC what you intend to call the practice.

None of this is legal, tax, or accounting advice. I have written down the steps and linked where I checked each one; a business attorney gets the final word on which entity fits your situation, and the licensing board gets the final word on anything that touches your license.

Further reading

Documents

Templates and worksheets that go with this lesson.

  • Oregon LLC formation checklist

    oregon-llc-formation-checklist.pdf · 7 KB · PDF

    Download

Study guide

What an LLC does, and does not do

  • The main reason to form one: separation of the practice's finances from your personal finances
  • The company, not you, holds the practice's contracts, lease, bank account, and debts
  • The separation only means something if you keep it, which is why step 5 dwells on the bank account
  • It does not shield your clinical work: under ORS 63.074, licensed members are personally liable the same way as professional corporation shareholders
  • Your license, malpractice coverage, and ethics obligations travel with you, not the company

LLC or professional corporation

  • Oregon has no separate PLLC category; professional corporations are a distinct type under ORS Chapter 58
  • An LLC that renders professional services must name the service in its Articles (ORS 63.047, item (1)(g)); read that line before step 3
  • No statute or board rule was found requiring counselors to use a PC, which is not the same as confirming none exists
  • If unsure, ask your licensing board and a business attorney who works with clinicians
QuestionOregon LLCProfessional corporation
Governing statuteORS Chapter 63ORS Chapter 58
Can offer licensed servicesYes, if named in the ArticlesYes, by definition
Liability for your own professional conductSame as a PC shareholder (ORS 63.074)The baseline ORS 63.074 points to
Required for counselors by a rule foundNo rule foundNo rule found

Check the name first

  • Search the exact name in the Secretary of State's free Find a Business tool
  • Search the distinctive word alone, then use the advanced search for near matches and older registrations
  • Write down what you found; if it is close, pick another name before buying a domain or cards

Trading under a different name

  • A name that is not the LLC's registered name is an assumed business name and must be registered
  • It cannot include "LLC" unless an LLC owns it, and the principal place of business cannot be a PO Box or virtual office
  • Fee: $50, renewed every two years for $50 (as of September 2026; the PDF looks dated, so confirm on the form)
  • Simplest route: name the LLC what you will call the practice

Key terms

  • PLLC: a professional LLC category some states have and Oregon does not
  • ORS 63.047: what the Articles of Organization must contain
  • ORS 63.074: professional services by an LLC, and the personal liability that stays with you
  • Assumed business name: a trading name different from the registered name

Open the study guide on its own page

Check what you learned

10 questions from this lesson. Answers are checked as you go; nothing is recorded.

  1. 1 / 10

    What is the primary reason clinicians form an LLC according to the lesson?

    Hint

    Look at the section describing what an LLC does for a solo therapist.

  2. 2 / 10

    Which Oregon statute requires an LLC offering professional services to state the service in its formation papers?

    Hint

    See the paragraph about what Oregon requires in the Articles of Organization.

  3. 3 / 10

    According to the lesson, what does Oregon NOT have as a separate business entity for licensed professionals?

    Hint

    Refer to the comparison of LLC and professional corporation structures.

  4. 4 / 10

    If a therapist wants to operate under a name different from the LLC’s registered name, what term does Oregon use for that name?

    Hint

    Check the section titled “Trading under a different name.”

  5. 5 / 10

    Which of the following is NOT allowed in an assumed business name for a therapist’s practice?

    Hint

    Look at the two details about assumed names in the lesson.

  6. 6 / 10

    What does ORS 63.074 say about a licensed member’s personal liability in an LLC?

    Hint

    Read the paragraph discussing what an LLC does not do for personal accountability.

  7. 7 / 10

    Before filing the Articles of Organization, what specific line should you review to avoid surprise?

    Hint

    See the note about reading item (1)(g) before Step 3.

  8. 8 / 10

    Which resource does the lesson recommend for checking if a desired business name is already taken?

    Hint

    Look at the “Check the name before you get attached to it” section.

  9. 9 / 10

    What is the recommended action if a therapist is unsure whether a rule requires a professional corporation instead of an LLC?

    Hint

    Read the paragraph about confirming rules with licensing boards and attorneys.

  10. 10 / 10

    According to the lesson, why is it important to keep the LLC’s bank account separate from personal accounts?

    Hint

    Refer to the explanation of what an LLC does for a solo therapist.