Business · Entity & LLC

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 11 in Business

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

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