Fill and Sign the Oregon Limited Liability Companies Oregon Secretary of State Form

- 1 - SINGLE-MEMBER OPERATING ARRANGEMENT OF _______________________________ LIMITED LIABILITY COMPANY STATE OF OREGON THIS OPERATING ARRANGEMENT is hereby established, this the _____ day of ______________, 20___, by _____________________________________ the Initial Member. The Initial Member contemplates that additional Members may join the limited liability company in the future, and the following Operating Arrangement has therefore been developed. ARTICLE I FORMATION OF LIMITED LIABILITY COMPANY 1. Formation of LLC. The Initial Member has formed a limited liability company in the State of Oregon named ___________________________________________________ ("LLC"). The operation of the LLC shall be governed by the terms of this Arrangement and the applicable laws of the State of Oregon relating to the formation, operation and taxation of a LLC. To the extent permitted by law, the terms and provisions of this Arrangement shall control if there is a conflict between state law and this Arrangement. The LLC shall be taxed as a sole proprietorship until and unless additional Members are added, after which the LLC will be taxed as a partnership. Any provisions of this Arrangement that may cause the LLC not to be taxed as a sole proprietorship or partnership shall be inoperative. 2. Articles of Organization. The Initial Member has caused to be filed Articles of Organization, (“Articles”) of record with the state, thereby creating the LLC. 3. Business. The business of the LLC shall be: a) _________________________________________________________ __________________________________________________________________________________________________________________ andb) To conduct or promote any lawful businesses or purposes that a limited liability company is legally allowed to conduct or promote, within this state or any other jurisdiction. 4. Registered Office and Registe
All officers, directors, employees and agents of the LLC and their associates shall: a) register the LLC in the name and on the books of the llc with the state, if not previously done, and if not done the LLC shall register with the state of oregon. B) have the power and authority to execute, deliver, transfer or encumber all the rights, franchises, certificates and interests in the LLC as may be required by law or as may be required in the best interests of the LLC, to be held by any member, at the time of such member's being a member of the LLC. C) have power to sue and be sued in the state of Oregon; and, to recover the llc's profits and losses from or against all who do business in this state through, by means of, or at any place where the LLC conducts business, in addition to or in place of the state. D) have the power to issue and settle all warrants, letters of marque and reprisal. E) have the power to exercise all authority, powers, rights and authority granted to a sole proprietorship under ORS in respect to the llc, and any such authority, powers, rights and authority granted to a sole proprietorship shall be subject to the jurisdiction of and be governed by the laws of this state, unless otherwise expressly stated in this agreement. F) be subject to all the laws, rules, regulations and orders of the state of Oregon concerning the formation or operation of LCS. I) have power to enter into and maintain agreements of partnership with any of its members other than the initial member and to transact business with other LLC members other than the initial members. 5. Name and description. The LLC and the members of the llc shall have the powers, rights and authorities set forth in these articles. No members, other than the initial member, shall have the authority to alter, change or impair any of the powers, rights or authorities set forth in these articles. 6. Certificate of qualification. Subject to the limitations hereunder, each member has obtained, and a copy of which is delivered by the initial member, a certificate of qualification in forms prescribed by the Secretary of State or by the rules and regulations of the Secretary of State, to the effect that the said initial member is duly registered to do business in this state as a llc. 7. Registered agent. Each member shall maintain and file, on his or her behalf, within this state, for the year in which the LLC is formed