Oregon LLC operating agreement

What Oregon’s LLC act says

Oregon defines an operating agreement in its definitions section as any valid agreement of the members about the company's affairs and how its business is conducted, written or oral. ²

Oregon allows an operating agreement to be in writing or oral. The act does not say whether one can be implied. ¹

What Oregon’s act does not let an agreement change:

• It cannot eliminate the duty of loyalty completely ⁴
• It cannot unreasonably reduce the duty of care ⁴
• It cannot eliminate good faith and fair dealing completely ⁴

One-member company. Oregon gives the power to adopt or change the operating agreement of a one-member LLC to the sole member, unless the articles or agreement give it to a manager. ⁵

Not confirmed for Oregon from an official source: whether an Oregon agreement is filed with the state.

What happens with no agreement

In Oregon an LLC is member-managed unless it is set up as manager-managed. The act defines member-managed as any LLC other than a manager-managed one. ²

In Oregon, if neither the articles nor any operating agreement allocates profits and losses, they are split equally among all the members. ³

What the template covers in Oregon

• Company Details. The company's name, state, effective date and principal office.
• Members & Management. Who the members are, whether there is one or several, and who runs the company.
• Capital & Distributions. What each member puts in and how profit is paid out.
• Taxes. The federal tax treatment the company reports under.
• Transfers & Buyout. What happens when a member sells, leaves or is bought out.
• Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
• Succession. Who takes over a single-member company if its member cannot act.
• Notarization. An optional notary acknowledgment page.

Oregon’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.

You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.

Where it fits when you form an Oregon LLC

You form an Oregon LLC by filing with Oregon’s Secretary of State.

The Oregon annual report is due by your formation anniversary date. ⁶

Oregon uses "registered agent" and "registered office." Under ORS 63.111(1) an LLC must "continuously maintain in this state a registered agent and registered office." ⁷

Search the Oregon business records at the Secretary of State before you file: Oregon entity search.

The operating agreement for an Oregon LLC is separate from the Oregon formation filing.