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Oregon LLC

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LLC Sample Operating Agreement

OR-00LLC-1

OPERATING AGREEMENT OF AN OREGON LIMITED LIABILITY COMPANY

This agreement is a sample operating agreement and should be modified to meet your needs. It provides for the LLC to be operated by one or more managers OR by the members. You will have to decide how you want your LLC to operate.

Read carefully and make appropriate changes to suit your individual needs and purposes.

This Operating Agreement ("Agreement") is entered into on day of , 20 , by and between the following persons:

1.

2.

3.

4.

hereinafter, ("Members" or “Parties”).

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the Parties covenant, contract and agree as follows:

ARTICLE I

FORMATION OF LIMITED LIABILITY COMPANY

1. Formation of LLC. The Parties have formed an Oregon Limited Liability Company named ("LLC").

2. Articles or Organization. Articles of Organization ("Articles") for record in the office of the Oregon Secretary of State on , 20 , thereby creating the LLC.

3. Business. The business of the LLC shall be to engage in any lawful business.

4. Registered Office and Registered Agent. The registered office and place of business of the LLC shall be and the registered agent at such office shall be . The Members may change the registered office and/or registered agent from time to time.

5. Duration. The LLC will commence business as of the date the Members contribute their capital investment in the LLC and will continue in perpetuity.

6. Fiscal Year. The LLC's fiscal and tax year shall end December 31.

ARTICLE II

MEMBERS

7. Initial Members. The initial members of the LLC, their initial capital contributions, and their percentage interest in the LLC are:

Initial Members Percentage Interest in LLC Capital Contribution

8. Additional Members. New members may be admitted only upon the consent of a majority of the Members and upon compliance with the provisions of this agreement.

ARTICLE III

MANAGEMENT

9. Management. The Members have elected to manage the LLC as follows:

The management of the LLC shall be vested in the Members without an appointed manager.

The Members hereby delegate the management of the LLC to Manager(s), subject to the limitations set out in this agreement.

g) There shall be initial Managers.

h) The initial Managers is/are:

10. Officers and Relating Provisions. In the event the Members elect to manage the LLC, rather than appointing a manager, the Members shall appoint officers for the LLC and the following provisions shall apply:

a) Officers. The officers of the LLC shall consist of a president, a treasurer and a secretary, or other officers or agents as may be elected and appointed by the Members.

b) Election and Term of Office. The officers of the LLC shall be elected annually by the Members by a majority vote.

c) Removal. Any officer or agent may be removed by a majority of the Members whenever they decide that the best interests of the Company would be served thereby.

d) Vacancies. A vacancy is any office because of death, resignation, removal, disqualification or otherwise may be filled by the Members for the unexpired portion of the term.

e) President. The President shall be the chief executive officer of the LLC and shall preside at all meetings of the Members.

f) The Treasurer. The Treasurer shall be the chief financial officer of the LLC.

g) Secretary. The secretary shall keep minutes, records, notices, and member addresses.

11. Member Only Powers. Only a majority of the Members may sell or encumber real estate or incur debt, expend funds, or otherwise obligate the LLC if the debt, expenditure, or other obligation exceeds .

ARTICLE IV

CONTRIBUTIONS, PROFITS, LOSSES, AND DISTRIBUTIONS

12. Interest of Members. Each Member shall own a percentage interest in the LLC.

13. Contributions. The initial contributions and initial percentage interest of the members are as set out in this Agreement.

14. Additional Contributions. Only a majority of the Members may call on the Members to make additional cash contributions as may be necessary to carry on the LLC's business.

15. Record of Contributions/Percentage Interests. This Agreement, any amendment(s) to this Agreement, and all Resolutions of the Members of the LLC shall constitute the record of the Members of the LLC and of their respective interest therein.

16. Profits and Losses. The profits and losses shall be allocated among the Members on the basis of the Members' percentage interests in the LLC.

17. Distributions. Distributions of cash or other assets of the LLC shall be made in the amounts and at the times determined by a majority of the Members.

18. Change in Interests. If there is a change in a Member's percentage interest, the Member's share shall be determined using varying interests during the year.

ARTICLE V

VOTING; CONSENT TO ACTION

19. Voting by Members. Members shall be entitled to vote on all matters in accordance with each Member’s percentage interest.

20. Majority Required. Except as otherwise required, a majority of the Members, based upon their percentage ownership, is required for any action.

21. Meetings - Written Consent. Action of the Members may be accomplished with or without a meeting.

22. Meetings. Meetings of the Members may be called by any Member owning 10% or more of the LLC, or, if Managers were selected, by any Manager of the LLC.

23. Majority Defined. "Majority" means a majority of the ownership interest of the LLC as determined by the records of the LLC on the date of the action.

ARTICLE VI

DUTIES AND LIMITATION OF LIABILITY MEMBERS, OFFICERS AND PERSONS SERVING ON ADVISORY COMMITTEES; INDEMNIFICATION

24. Duties of Members: Limitation of Liability. Members, Managers and officers shall perform their duties in good faith and with ordinary prudence.

25. Members Have No Exclusive Duty to LLC. Members may have other business interests and may participate in other investments or activities in addition to those relating to the LLC.

26. Protection of Members and Officers.

a) Protected Party refers to the Members and officers of the Company.

b) A Protected Party acting under this Agreement shall not be liable for good faith reliance on the Agreement, records, or selected expert information.

c) The provisions of this Agreement replace other duties and liabilities to the extent permitted by law.

d) Protected Party discretion shall consider only such interests and factors as it desires, including its own interests.

27. Indemnification and Insurance.

(a) Right to Indemnification.

(i) Any person who is or was a member or officer of the LLC and who is or may be a party to any civil action because of participation in or with the LLC shall be indemnified and held harmless by the LLC.

(ii) Any person who is or was a member or officer of the LLC and who is or may be a party to any criminal action because of participation in or with the LLC shall be indemnified and held harmless by the LLC.

(b) Advancement of Expenses.

Expenses incurred by an indemnified person in defending any proceeding shall be paid in advance of final disposition.

(c) Non-Exclusivity of Rights.

The right to indemnification and the advancement of expenses shall not be exclusive of any other rights.

(d) Insurance.

The liability insurance policy shall be in an amount no less than .

(e) Effect of Amendment. No amendment, repeal or modification shall adversely affect prior rights.

28. Duties of Persons Serving on Advisory Committees; Limitation of Liability; Indemnification. Advisory committee members shall perform duties in good faith and with ordinary prudence.

ARTICLE VII

MEMBERS INTEREST TERMINATED

29. Termination of Membership. A Member’s interest in the LLC shall cease upon the occurrence of one or more of the following events:

a. Withdrawal by notice to the LLC thirty (30) days in advance.

b. Assignment of all interest to a third party.

c. Death of the Member.

d. Court order adjudicating incompetence.

e. Distribution by fiduciary of the estate's entire interest in the LLC.

f. Bankruptcy or similar insolvency events.

g. Dissolution or similar relief action not dismissed within 120 days.

h. Trustee/receiver appointment not vacated within 90 days.

30. Effect of Dissociation. A dissociated Member shall no longer be considered a Member and shall have no rights of a Member.

ARTICLE VIII

RESTRICTIONS ON TRANSFERABILITY OF LLC INTEREST; SET PRICE FOR LLC INTEREST

31. LLC Interest. The LLC interest is personal property.

32. Encumbrance. A Member can encumber his LLC interest only with the consent of a majority of the other Members.

33. Sale of Interest. A Member can sell his LLC interest only as follows:

(a) The LLC shall have the option to buy the offered interest at the Set Price. If the total purchase price is in excess of , installment payments may apply.

(b) To the extent the LLC does not buy, the other Members may buy the offered interest on a pro rata basis.

(c) If the LLC and Members do not buy, the selling Member may assign the interest to a non-member.

(d) A non-member purchaser must consent to become subject to all the terms of this Agreement.

34. Set Price. The Set Price shall be the price fixed by consent of a majority of the Members. The initial Set Price shall be adjusted no later than .

ARTICLE IX

OBLIGATION TO SELL ON A DISSOCIATION EVENT CONCERNING A MEMBER

35. Dissociation. Upon the occurrence of a dissociation event, the LLC and the remaining Members shall have the option to purchase the dissociated Member's interest at the Set Price.

ARTICLE X

DISSOLUTION

36. Termination of LLC. The LLC will be dissolved and its affairs must be wound up only upon the written consent of a majority of the Members.

37. Final Distributions. Upon winding up, assets must be distributed to creditors, to Members in satisfaction of liabilities, and then to Members for return of contributions and respecting LLC interests.

ARTICLE XI

TAX MATTERS

35. Capital Accounts. Capital accounts shall be maintained consistent with Internal Revenue Code § 704 and the regulations thereunder.

36. Tax Matters Partner. The Members hereby designate as the "tax matters partner".

37. Partnership Election. The Members elect that the LLC be taxed as a partnership and not as an association taxable as a corporation.

ARTICLE XII

RECORDS AND INFORMATION

36. Records and Inspection. The LLC shall maintain at its place of business the Articles of Organization, amendments, this Agreement, and all other LLC records required by law.

37. Obtaining Additional Information. Each Member may obtain information regarding the LLC's business and financial condition upon reasonable demand.

ARTICLE XIII

MISCELLANEOUS PROVISIONS

38. Amendment. Any amendment may be proposed by a Member and becomes effective when approved in writing by a majority of the Members.

39. Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Oregon.

40. Pronouns, Etc. References to a Member or Manager shall be deemed to include masculine, feminine, singular, plural, individuals, partnerships or corporations where applicable.

41. Counterparts. This instrument may be executed in any number of counterparts each of which shall be considered an original.

42. Specific Performance. The nonbreaching Members shall be entitled to injunctive relief to enforce the Agreement.

43. Further Action. Each Member agrees to perform all further acts and execute documents necessary to carry out the provisions of this Agreement.

44. Method of Notices. Written notices shall be hand delivered or sent by registered or certified mail.

45. Facsimiles. Copies, facsimiles, telecommunication or other reliable reproductions may be used in lieu of the original where confirmed received.

46. Computation of Time. Periods of time shall be computed excluding the day of the act and including the last day unless it falls on a weekend or holiday.

47. The LLC shall at all times be and remain in compliance with all applicable laws of the State of Oregon and the United States of America.

WHEREFORE, the Parties have executed this Agreement on the dates stated below their signatures on the attached signature page for each individual Party.

NOTICE: EACH MEMBER HEREBY CERTIFIES THAT HE OR SHE HAS RECEIVED A COPY OF THIS OPERATING AGREEMENT AND FORMATION DOCUMENT OF , AN OREGON LIMITED LIABILITY COMPANY.

Members:

Print Name of Member:

Address:

City, State, Zip:

Phone:

Print Name of Member:

Address:

City, State, Zip:

Phone:

Print Name of Member:

Address:

City, State, Zip:

Phone:

Print Name of Member:

Address:

City, State, Zip:

Phone:

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What an Oregon LLC Is and when it’s used

An Oregon LLC is a limited liability company organized under Oregon law that combines pass-through taxation with limited personal liability for members. Forming an LLC requires filing Articles of Organization with the Oregon Secretary of State, designating a registered agent, and meeting state reporting obligations. An operating agreement establishes governance, capital contributions, and member roles even though the state does not require one to be filed. LLCs are commonly used for small businesses, real estate holdings, professional services, and single-member ventures because they separate personal assets from business liabilities.

Why entrepreneurs choose an Oregon LLC

An Oregon LLC provides liability protection for owners while allowing flexible management and pass-through taxation. The formation process is straightforward and fits a wide range of small-business structures, from single-member ventures to multi-owner firms.

Why entrepreneurs choose an Oregon LLC

Who typically forms an Oregon LLC

Typical organizers include founders, small-business owners, and real estate investors forming an operating entity in Oregon.

  • Solo entrepreneurs and freelancers seeking liability protection and simple tax reporting
  • Real estate investors holding rental properties through a separate entity
  • Small businesses and professional practices needing flexible governance and pass-through taxation

Many professional service providers and out-of-state entrepreneurs also choose Oregon LLCs for their flexible management and liability protections.

Essential elements every Oregon LLC document should include

A professional Articles of Organization and supporting documents should be complete, consistent, and legally clear to avoid delays or challenges with the Secretary of State or tax authorities.

Company Name

Include the exact LLC name with required designator (LLC or L.L.C.) and ensure it is distinguishable on the Oregon business registry.

Registered Agent

Provide a physical Oregon address and the agent’s name; the agent accepts legal process and official communications for the LLC.

Organizers

List the organizer(s) filing the Articles of Organization and include contact information for service and correspondence.

Purpose

State a general business purpose unless a specific activity is required; a broad purpose is common and acceptable.

Management Structure

Specify whether the LLC is member-managed or manager-managed and name the initial managers if applicable.

Effective Date

Indicate when the LLC becomes effective—on filing or on a delayed effective date—to control tax and operational timing.

Required information and common form fields

Entity Name: Exact legal name
Registered Agent: Name and physical address
Organizer Details: Name and contact
Management Type: Member or manager-managed
Effective Date: MM/DD/YYYY format
Principal Address: Street, city, state, ZIP

Step-by-step: forming an Oregon LLC

Follow these core steps to form your Oregon LLC and reduce common errors that delay approval.

  • 01
    Choose a name: Confirm availability on Oregon SoS database before filing.
  • 02
    Designate agent: Appoint a registered agent with a physical Oregon address.
  • 03
    Prepare articles: Complete Articles of Organization accurately and include required fields.
  • 04
    File and pay: Submit via Oregon Secretary of State online portal and pay the filing fee.

Customizing and submitting the form online

Set up an online filing workflow that matches your internal approvals and eSignature requirements before you submit.

Field Configuration
Document Template Preload Articles with saved company details for reuse
Signer Sequence Define organizer then manager signing order
Authentication Use email or SMS code signer verification
Storage Auto-save PDF to secure cloud folder after signature

Where to file and how documents move after signing

Understand filing destinations and routing to ensure the Articles reach the correct state office and stakeholders.

  • State Filing: File Articles with the Oregon Secretary of State online portal.
  • Registered Agent: Provide agent details to receive legal notices and service.
  • EIN Application: Apply to the IRS after formation for a federal Employer Identification Number.
  • Internal Records: Store signed Articles and operating agreement in company records.

Sharing, signing, and eSubmission requirements

Configure signer authentication and storage to meet legal, tax, and internal audit requirements before sending documents for signature.

  • Formats Supported: PDF, DOCX
  • Integrations: CRM and cloud storage connectors
  • Authentication: Email, SMS, or advanced methods

Key deadlines and timing expectations

Track formation steps and tax deadlines to avoid late fees and penalties after forming an LLC.

File Articles:

File when ready; processing times vary by state

Annual/Biennial Report:

File as required by state to maintain good standing

Apply for EIN:

Apply to IRS immediately after formation for banking and tax purposes

Operating Agreement:

Adopt on formation to document ownership and governance

Federal Tax Return:

File by applicable deadlines (typically April 15 for individuals)

Common mistakes to avoid when preparing an Oregon LLC

  • Using an unavailable or noncompliant company name that the state will reject and delay filing
  • Failing to appoint a registered agent with a physical Oregon address, causing missed legal notices
  • Omitting an operating agreement, which can lead to internal disputes and unclear authority during disputes
  • Entering inconsistent information (name, address, or organizer) across filings and tax records

Penalties and risks from incorrect or late filings

Late Filing Fees: State late fees or reinstatement costs
Administrative Dissolution: Failure to file reports can lead to loss of good standing
Tax Consequences: Incorrect TIN or forms may trigger backup withholding
Service Risk: Missing registered agent notices can result in default judgments
Contract Liability: Poor governance can weaken liability protections
Data Exposure: Inadequate recordkeeping increases audit and compliance risk

Real-world examples of electronic document workflows

These case summaries illustrate how organizations combine eSignatures and online filing to streamline formation and contracting.

Optica Ventures — COO

Optica uses online signatures to speed approvals and reduce paperwork for investments.

  • The interface simplified customer signing.
  • The team reported faster turnaround on investor documents and fewer missing pages while retaining clear audit trails for compliance and recordkeeping.

Martin Properties — Founder

Martin Properties processes property-related documents entirely online to close more leases remotely.

  • Mobile signing worked reliably in the field.
  • The owner can execute leases and related LLC documents on mobile devices, maintain consistent records, and avoid in-person delays while keeping signature evidence intact.

Comparing eSignature plan basics useful when eSigning your Oregon LLC documents

Select an eSignature plan based on price, compliance needs, and whether bulk sending or HIPAA support is required; signNow is listed first for comparison.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (Premium tier) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

FAQs and troubleshooting for forming and eSigning an Oregon LLC

Answers to common questions about filing, signatures, notary issues, and post-formation tasks for Oregon LLCs.


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