Operating Agreement LLC Oregon

An Oregon Limited Liability Company (LLC) Operating Agreement is an internal document that explains how the business will be operated. It defines ownership interests, establishes management authority, and sets the procedures members will follow when making company decisions. Some refer to it as an Oregon Operating Agreement or Oregon LLC Company Agreement. Regardless of the title used, it serves as the LLC’s primary internal governance document.

Many Oregon LLCs adopt an Operating Agreement during formation, while others prepare one later as the business grows. The agreement is not filed with the state and is kept with the LLC’s internal records.

Is an Oregon Operating Agreement Required?

Oregon does not require LLCs to adopt an Operating Agreement. Under Oregon Revised Statutes Chapter 63, an Operating Agreement may be written, oral, or implied. Although optional, a written Operating Agreement is strongly recommended. Without one, the LLC defaults to Oregon statutory rules, which may not reflect how members intend to manage or structure the company.

Why an Oregon Operating Agreement Matters

Helps preserve limited liability protection

A written Operating Agreement helps demonstrate that the LLC operates as a separate legal entity. Courts may review internal records when evaluating whether limited liability protections apply, particularly for single member LLCs.

Establishes customized internal rules

Oregon’s default statutory provisions apply only when the Operating Agreement does not address an issue. A written agreement allows members to define voting rights, management responsibilities, profit distributions, and dispute resolution procedures.

Required by banks and professional advisers

Banks, lenders, accountants, and attorneys often request an Operating Agreement to verify ownership and confirm who has authority to act on behalf of the LLC.

Supports compliance with Oregon’s Annual Report requirement

Oregon LLCs must file an Annual Report each year. Assigning responsibility for this filing within the Operating Agreement helps maintain good standing.

Key Provisions to Include in an Oregon Operating Agreement

Basic Company Details

• LLC name
• Business purpose
• Principal office address
• Duration of the LLC
• Federal tax classification

Oregon requires LLC names to include Limited Liability Company, LLC, or an accepted abbreviation.

Registered Agent and Office

• Name and Oregon street address of the registered agent
• Procedures for changing the registered agent
• Filing requirements with the Oregon Secretary of State

Member Information

• Names and addresses of members
• Ownership percentages
• Initial capital contributions

Capital Contributions

• Description of each member’s contribution
• Rules for future contributions
• Statement that contributions do not earn interest unless agreed

Management Structure

• Whether the LLC is member managed or manager managed
• Duties and authority of members or managers
• Procedures for appointing or removing managers

Profit and Loss Allocation

• Allocation of profits and losses
• Timing and conditions for distributions
• Confirmation that distributions may only be made if the LLC can meet its obligations

Tax Election

• Federal tax classification selected by the LLC
• Statement that certain elections require IRS filings

Voting Procedures

• Voting rights of members
• Quorum requirements
• Vote thresholds for approving actions

Oregon LLCs commonly base voting on ownership percentages unless modified by agreement.

Transfers of Interest

• Rules for voluntary and involuntary transfers
• Admission procedures for new members
• Treatment of interests upon withdrawal, death, or expulsion

Records and Bookkeeping

• Procedures for maintaining company and financial records
• Assignment of responsibility for filing Oregon’s Annual Report
• Statement that failure to file may result in administrative consequences

Compensation

• Rules for compensating members, managers, or officers
• Reimbursement policies for business expenses

Dissolution

• Events that may trigger dissolution
• Steps for winding up the LLC
• Filing Articles of Dissolution with the Oregon Secretary of State

Amendments

• Procedures for modifying the Operating Agreement
• Requirement that amendments be approved in writing unless otherwise stated

Management Options for Oregon LLCs

Member Managed

Members manage daily operations and have authority to act on behalf of the LLC. This structure is common for closely held companies. Voting rights typically align with ownership percentages unless changed in the agreement.

Manager Managed

Members appoint one or more managers to oversee daily operations. Managers may be members or nonmembers. Members retain authority over major decisions while delegating routine management tasks.

Creating and Maintaining the Oregon Operating Agreement

Drafting and Signing

The Operating Agreement becomes effective once adopted by the members. Oregon recognizes written, oral, and implied agreements, but a written document provides clarity and reduces disputes.

Recordkeeping

The agreement should be stored with the LLC’s permanent records. Oregon’s annual filing requirement makes organized documentation important for ongoing compliance.

Amending the Agreement

Members may amend the Operating Agreement by following the procedures outlined within it. If amendments affect information on file with the state, the LLC must submit updated filings.