Starting an LLC in Oregon?

Have you been thinking of starting an LLC in Oregon, but you didn't know quite where to start? This is my first small business themed post, but I hope you find the information offered helpful. Please note that this post is my personal work only, and it does not necessarily reflect the views or opinions of my employer. Visitor statistics and feedback will be reviewed later to see whether, or not, this series will continue. None of this information should replace the professional advice received from a reputable attorney or CPA.


As soon as you have met with your CPA and/or attorney, it's time for you to register your business name(s). This registration is done through the Oregon Secretary of State Corporation Division's Business Information Center. Besides registering your business name, you can also register at this same time for your Business Identification Number--used for state tax reporting. Alternatively, you can also use the paper form of the Combined Employer Registration and fax the completed form in as instructed. Bear in mind, though, that using the paper form will create a significant processing delay for you. Completing the online form will result in you obtaining your Business Identification Number (BIN) much more efficiently, but the decision is yours. The Oregon Department of Revenue (DOR) will issue the BIN, and the Oregon Employment Department (OED) will review and send a Notice of Determination (NOD) some time later. This explains how and when your company becomes subject to Oregon Unemployment Tax program. You don't need to wait for the NOD, however. As long as you have your BIN, you can file and pay your quarterly taxes. If you don't want to send checks, you can also pay using the DOR's EFT System.


You're already likely familiar with the federal taxes, but what about state taxes? What do you need to know? There are several different of categories of payroll taxes in Oregon, and it's possible that they won't all apply to you: Oregon State Withholding, Unemployment Tax, Workers Compensation, Tri-Met (Portland Metro), Lane Transit (Eugene Metro), and Canby Transit. Today, we're going to focus more on Unemployment Tax than the other tax programs. This may also be a good time to read the Oregon Business Guide.


Oregon LLCs


Did you know that, unless they elect to be covered, LLC members are excluded from Unemployment Tax by default? (See ORS 657.044(c) and Corporations and Limited Liability Companies flyer.) This means, of course, that if it's only llc members working, you should not be reporting or paying Unemployment Tax. Leave column A blank; don't include zeros, or this will delay return processing at OED. Reporting correctly as an llc will save you a considerable amount of money each year, and it will also ensure that your reports are processed much more quickly and efficiently, because manual corrections won't be required.  


LLCs and the Federal Election

One other thing to remember concerns the federal election of the llc, since the limited liability company is a disregarded entity for IRS purposes.  This federal election has no bearing on how the OED recognizes your company.  In other words, it's like the IRS looks at the llc and sees a corporation, partnership, etc. (whatever you have elected), but Oregon looks at the llc...and sees an llc.  Since corporate officers are reportable employees in Oregon, this is a really important distinction for you to clearly understand.  The LLC is always an LLC with regards to the UI Tax program.  (DOR will recognize the entity the same as the IRS.)


A Few Word About Independent Contractors


One of the most confusing areas for new businesses is making the distinction between employee/employer or independent contractor. Making a mistake here can be expensive and time-consuming to correct. In order for someone to be correctly classified as an independent contractor in Oregon, the person must represent an independent and established business within the same industry in which they are providing services. If the potential "independent contractor," is just a fellow off the street, then you're likely looking at a relationship better categorized as employer/employee.



Ministers and Oregon Independent Contractor Law

Because of this being an area of special interest, I am adding it here. As religious organizations would not usually be llcs, this may appear again if this series continues.

A Quick History Lesson

Before the Oregon Supreme Court’s decision in 2000 (See Newport Church of the Nazarene v. Gordon Hensley and the Oregon Employment Department.), ministers were excluded from Unemployment Tax, making ministers ineligible for unemployment benefits. A key part of the court’s decision is provided below.

In sum, we conclude that, in purporting to draw a distinction between church ministers and leaders of other religious organizations, ORS 657.072(1)(b) violates Article I, sections 2, 3, and 20, of the Oregon Constitution. In light of that conclusion, and in accordance with Salem College and Rogue Valley, we construe the statute consistently with OAR 471-031-0090 (1996) to include both ministers and leaders of other religious organizations in Oregon's unemployment compensation program…

Are Ministers Independent Contractors?

Since the above court decision, there’s frequently confusion when it comes to reporting ministers. The first thing to bear in mind is that ministers are no longer automatically excluded; that’s the result of the Oregon Supreme Court decision. If their compensation is to be excluded from unemployment tax at all, it would hinge on whether, or not, they are indeed independent contractors in accordance to ORS 670.600.

When it comes to ministers, however, it may prove difficult to establish that they are truly independent and free from direction and control in the services they perform. While the independent contractor flyer is an excellent reference, these services often require a more detailed review. Frequently, for example, most churches and religious organizations have doctrinal positions that are defined and established. The pastor who decides on a whim to preach counter to the established doctrinal beliefs of his denomination may risk censure or termination.

On the other end of the religious spectrum, some denominations may assert that their ministers are free to preach any teaching at all. Even for universalists, however, the acceptance of all pathways leading to the same spiritual end is a position which excludes other religious beliefs and positions. In other words, even if an organization were to make the argument that they have no particular set of core beliefs, that they’re open to considering all other faiths and religions, this lack of adherence to a central doctrine becomes (in effect) their doctrine. It’s also difficult to say that you are accepting of everything, because many faiths and traditions are inherently contradictory in nature. In short, then, it’s not an easy thing to establish complete freedom from direction and control for ministers. It may not be readily apparent, but there are almost always either defined or undefined expectations to consider.

What about housing allowances, stipends, and reimbursements?

For UI Tax purposes, housing allowance payments will always be subject. Even if the parsonage was owned by the church and the minister was simply allowed to live there rent free, the fair market value of the rent should be reported as wages for UI Tax.

Stipends are considered subject wages and should always be reported. Honorariums paid to the minister directly are subject if paid by the church or employing enterprise.

Actual reimbursements are excluded as long as there is a valid and written accountable plan, which is consistently followed.

The IRS’ Minister Audit Technique Guide may be of some use, but bear in mind that federal income tax rules often are different from state unemployment tax rules.


Has this post helped you? If so, I'd appreciate hearing from you!

#NeverTrump & #NeverHillary & #AlwaysPray

It's been an election cycle to remember, yet I hope it's also one I can soon forget.  I'm a conservative Republican and Christian who has considered himself a stalwart Republican since I was a young volunteer for the the Reagan/Bush ticket in 1984.  One of the most critical issues to me is the silent holocaust of abortion: a deadly machine that crushes innocent life all around us 24/7.  In the era of Abraham Lincoln, the GOP stood up against slavery.  Today, it stands against the rising tide of abortion and euthanasia.  It is also the party that encourages self-reliance and independence from the honey-sweet lie of government handouts and welfare.  After all, welfare, like programs of reverse discrimination, feed the lie that personal stability is impossible on our own.  As someone who began married life poorer than a homeless church mouse, I can sympathize with giving a helping hand.  That, however, shouldn't become the culturally accepted norm.  The Republican Party for me, then, is the party in defense of sacredness of life--from birth to natural death--whereas the Democratic Party is one that embraces death and government handouts rather than life and personal accountability.

It might seem remarkably strange than for me to admit that I can't vote for Donald Trump this November.  I agree that Hillary Clinton is a deceitful candidate with terrible judgment, but she doesn't frighten me as much as the specter of the Trumps in the White House does.  Some of the most telling glimpses into a person's character come from what may seem the smallest of interactions.  Yet, when Hillary told her daughter Chelsea about the Benghazi Consulate attack, there was no ambiguity or question about who attacked us and why.  It had nothing to do with the hateful video and everything to do with a terrorist attack on the annniversary of the 9-11 tragedy.  The fact that Hillary was simultaneously telling the public a politically-motivated lie concerning the events in Benghazi is as strong an arguement against her candidacy as I can imagine.  Yet, Hillary is the gift that won't stop giving: new legal violations and lapses in judgement seem to come to light on a daily basis now.  With regards to the e-mail server incident, we are, for example, facing either an incompetent individual or a criminal.  What other options are open to us for consideration?  She is as dark a choice as we have had in many years.  She is someone who will attack the Second Amendment, nominate liberal judges to the Supreme Court, and wreck further havoc upon our fragile economy.

The above may all be true concerning Hillary, but what do we have in Trump?  We have an egomaniac, a self-absorbed demagogue with no hint of impulse control and exhibiting compelling evidence of paranoia.  As recently as a few weeks ago, I observed that voting for Trump seemed the only answer with regards to fighting for the Culture of Life.  Well, it is true, however, that the Culture of Life extends to many areas beyond the issue of abortion and euthanasia--e.g. war and immigration.  When Trump recently issued a veiled threat concerning his opponent, it was the straw that broke the camel's back as far as our family is concerned.  This is a candidate who seems intent on actively sabotaging his own campaign with the most nonsensical and dangerous of rhetoric.  If you attempt to argue sense to his supporters, you will likely receive a vitriolic and personal attack alleging that you might as well vote for Hillary.   

 I, for one, take offense at the attitudes so often displayed by Trump's excitable followers.  In fact, more and and more often I take offense at large swaths of Republican-leaning populists for their rude and vulgar comments concerning their political opponents.  When I ran for Oregon House District 20, for example, I took pride in also reaching out to Hispanic voters.  Local Republicans attacked me for this--one accidentally sending a detailed (and bigoted) critique of my immigration beliefs directly to me.  Some political events that I attended also highlighted the Trump crowd of today--loud talkers with little evidence of deep thought.  I suggest it's time for the Republican Party to take a close and hard look at itself in the mirror.  As this election season has demonstrated, there's a lot of ugliness in our party--as well as the Democratic side.  There are no easy answers, but I will not be voting for either candidate at this point.  I will, however, endeavor to pray for our nation, its people, and its unborn.

A Review of Cannery Pier Hotel

     I have a confession to make.  We celebrated our 25th wedding anniversary at Cannery Pier Hotel & Spa in beautiful Astoria, Oregon last September, and this is coming to you quite late.  That, in and of itself, though, should tell you that this is a jewell among hotels; it still lingers on my mind.

     I love Astoria.  This entire north coast community caught my imagination years ago.  While folks are quick to judge the area on its dark winter weather, it can be a beautiful place to visit and explore any time of year.  In fact, this hotel is a particularly great spot for storm watching during those long winter months.  Where else can you curl up next to a roaring fire with a glass of wine and feel like you're on the ocean?  The hotel rooms also offer staggering views of the Columbia River and the Astoria-Megler Bridge.

     Everything about your stay here will be luxurious and memorable.  Even waking up in the middle of the night and pausing to look out your balcony windows will remain an image etched in your mind for years to come.  There's nothing ordinary here--not the service and certainly not the place.  So, I hope you will include this wonderful stop among your next vacation plans, but don't take just my word for it!  Below is an excerpt from the hotel's attractive and intuitive webiste.



"Experience the majesty of the mighty Columbia River from the comfort of your hotel room. The Cannery Pier Hotel & Spa was built on the site of the former Union Fish Cannery, 600 feet into the river. We offer guests unparalleled views of a real working river, as well as views of Cape Disappointment Lighthouse and nearby Washington. Each room has a private balcony and is lavishly well-appointed with a fireplace, hardwood floors, and luxurious amenities. Take advantage of our full-service Day Spa with an authentic Finnish sauna and fitness room; or learn more about Astoria's heyday as the Cannery Capital of the World on our Museum Walk. For the ultimate in comfort and luxury, and uniquely historic Astorian experience, think of the Cannery Pier Hotel & Spa."

Consumer Alert Re: Appliance Hospital

Below is a copy of a letter shared with Kelly's Home Center.  Unfortunately, the cost of damages has risen more after realizing that the carpet can't be salvaged and hardwood floors will require refnishing.  At this point, then, we're approaching twelve or fifteen thousand dollars in total repair costs.  A Better Business Bureau complaint has been filed, but we are letting our insurance company take the lead now.
  

We have been shopping at Kelly’s for many years now—just recently having purchased four new appliances--but I thought I’d share an explanation of why we will be avoiding your service contracts (and possibly Kelly’s altogether) in the future.

May 3rd turned out to be quite the unpleasant day.  We had contacted Appliance Hospital regarding our Kelly’s service contract for our Electrolux washing machine.  It was supposed to be a routine service contract repair.  After verifying that a new motor was required on our washer, the technician said he’d help me with tightening connections on the back of the machine.  When he said it was good to go, I didn’t give it any further thought.  Turns out that the connection between the hose and the washer itself was loose: very loose.  My wife and I left on some errands in Salem.  Our daughter called us later saying she heard weird water noises.  We had her check all around the washer, but she didn’t catch any problems.  We dismissed it—unfortunately.  Later in the evening, wet spots began to develop in the carpet in our bedroom (2nd floor) and living room below.  I was sure the dog had done something…  Then, my wife began poking around more carefully.  She noticed a bulging wall above the stairs, and she realized it was water.  I quickly switched the water off out front, and Kim poked holes trying to let it out.  Turned out that this was far too little, too late.

ServPlus arrived the next morning and began taking chunks of the interior away—cutting holes throughout the walls ceiling and setting up industrial fans.  Call me old fashioned, but I believe that when the thumbs up is given it means that all associated connections have been checked.

I spoke briefly with Todd at Kelly’s this afternoon, and he assured me that he’d be in touch about this distressing situation.  Sadly, Todd was not in touch with me, and never returned my message later in the afternoon. 

Over the years, we’ve spent thousands of dollars on quality appliances from Kelly’s.  It’s a shame our customer relationship may be ending on such a sour note.  We realize it wasn’t Kelly’s that failed to check the washer connections, but it was Kelly’s that utilized a sub-standard company such as Appliance Hospital.  To add insult to injury, Appliance Hospital cancelled the scheduled service call with us today to replace the defective motor—not that we were altogether comfortable about the prospect of their second visit.  They falsely alleged that we personally had threatened them with a lawsuit.  While our homeowner’s insurance company may decide to pursue civil remedies, we’re not particularly focused on that right now.  Instead, we’d like to get our house fixed—all $11,000+ in required repairs.   I hope you see, Kelly’s, that companies like Appliance Hospital fail to serve the interests of your customers, which means they don’t serve you well either.

Medieval Mystics

It's a long story, but sometimes one reads an assignment incorrectly.  In a nutshell, that's how this post was born.  Hope it's of some interest!

Between Julian of Norwich and Margery Kempe, Julian of Norwich definitely was my favorite.  Both her style and content were much more palatable for me than Margery Kempe’s writings.  I’m personally inclined to discount the latter writer’s work…but what do you think?  Was she playing with a full deck?

Here’s one passage from Julian of Norwhich that caught my attention, because it reminded me somewhat of an ancient homily for Holy Saturday, which is included in the Catechism of the Catholic Church.  If interested, I’m copying Norwich’s passage first, followed by the ancient homily excerpt.

Also God shewed in part the wisdom and the truth of her soul: wherein I understood the reverent beholding in which she beheld her God and Maker, marvelling with great reverence that He would be born of her that was a simple creature of His making. And this wisdom and truth: knowing the greatness of her Maker and the littleness of herself that was made,— caused her to say full meekly to Gabriel: Lo me, God’s handmaid! In this sight I understood soothly that she is more than all that God made beneath her in worthiness and grace; for above her is nothing that is made but the blessed Manhood Of Christ, as to my sight.

Norwich, Julian of (2015-06-10).  The Showings of Divine Love (Kindle Locations 95-99). Wilder Publications, Inc.. Kindle Edition.

Today a great silence reigns on earth, a great silence and a great stillness. A great silence because the King is asleep. The earth trembled and is still because God has fallen asleep in the flesh and he has raised up all who ever slept ever since the world began.... He has gone to search for Adam, our first father, as for a lost sheep. Greatly desiring to visit those who live in darkness and in the shadow of death, he has gone to free from sorrow Adam in his bonds and Eve, captive with him He who is both their God and the son of Eve.

(The Lord’s descent into hell from an Ancient Homily for Holy Saturday.)

I’ve not led an academic discussion for a very long time, so forgive anything I’ve overlooked!  Please select one or two questions from the following six to start our week’s discussions.

1.  Do you have any thoughts on possible literary or religious influences with regards to Julian of Norwich and Margery Kempe?

2.  How would you compare and contrast this week’s selections? In what ways are Julian of Norwich and Margery Kempe different in their approaches?

3.  Which writer spoke to your heart the most eloquently, and why? 

4.  What did Margery Kempe mean by referring to Mary as the “Empress of Hell?” In Book 1.79? 

5.  Do you have any thoughts on the following quote from Chapter 3 of Julian of Norwich’s book?  Does she have a different concept of heaven than you may personally hold?

And being in youth as yet, I thought it great sorrow to die;— but for nothing that was in earth that meliked to live for, nor for no pain that I had fear of: for I trusted in God of His mercy. But it was to have lived that I might have loved God better, and longer time, that I might have the more knowing and loving of God in bliss of Heaven. For methought all the time that I had lived here so little and so short in regard of that endless bliss,— I thought [it was as] nothing. Wherefore I thought: Good Lord, may my living no longer be to Thy worship! And I understood by my reason and by my feeling of my pains that I should die; and I assented fully with all the will of my heart to be at God’s will. 

Norwich, Julian of (2015-06-10). The Showings of Divine Love (Kindle Locations 60-65). Wilder Publications, Inc.. Kindle Edition.

6.  While this week’s texts are inherently religious in content and scope, is there perhaps a more secular message that can also be taken from one or both of these works?

     7.  What did Julian of Norwich mean by the vision of the hazelnut in Chapter 5?  What does this passage seem to mean to you?