Llc Operating Agreement Template Oregon

OPERATING AGREEMENT FOR [COMPANY FULL LEGAL NAME], LLC

Document ID: OA-OR-[YYYYMMDD]-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of Oregon (ORS Chapter 63)

1. LEGAL DISCLAIMER

This document is provided for informational and drafting purposes only. It constitutes a template designed to comply with the Oregon Limited Liability Company Act (ORS 63.001 et seq.). This document does not constitute legal advice. Given the nuances of tax law (IRS Subchapter K) and specific business objectives, users must have this document reviewed by qualified legal counsel admitted to the Oregon State Bar prior to execution.

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2. FORMATION AND PARTIES

This Operating Agreement (the "Agreement") is entered into as of the Effective Date by and among the Members listed in Schedule A (collectively, the "Members").

1.1. Organization: The Members have formed a Limited Liability Company (the "Company") pursuant to the laws of the State of Oregon by filing Articles of Organization with the Oregon Secretary of State. 1.2. Name and Office: The name of the Company is [Company Full Legal Name]. The principal place of business is [Principal Address]. 1.3. Registered Agent: The registered agent for service of process is [Agent Name], located at [Agent Address].

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3. CAPITAL CONTRIBUTIONS AND OWNERSHIP

2.1. Initial Contributions: Each Member shall contribute the amount of [Amount in USD] or property as described in Schedule B. 2.2. Membership Interests: Ownership interests shall be held in the percentages set forth in Schedule A. 2.3. No Liability: No Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member.

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4. MANAGEMENT AND AUTHORITY

3.1. Management Structure: The Company shall be [Member-Managed / Manager-Managed]. 3.2. Voting Rights: Each Member shall have voting rights proportional to their Membership Interest, unless otherwise specified herein. 3.3. Authority: Only the [Managing Member / Manager] shall have the authority to bind the Company to contracts, loans, or legal obligations exceeding [Amount in USD] without prior unanimous written consent.

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5. DISTRIBUTIONS AND ALLOCATIONS

4.1. Distributions: Cash flow and profits shall be distributed to Members at such times and in such amounts as determined by the [Managing Member / Board]. 4.2. Tax Allocations: For federal and state income tax purposes, items of income, gain, loss, deduction, and credit shall be allocated among the Members in accordance with their Membership Interests.

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6. TRANSFER OF INTERESTS

5.1. Restrictions: No Member may sell, assign, encumber, or otherwise transfer their Membership Interest without the prior written consent of the non-transferring Members. 5.2. Right of First Refusal: If a Member receives a bona fide offer to purchase their interest, the remaining Members shall have a right of first refusal to purchase said interest on the same terms.

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7. TERM AND DISSOLUTION

6.1. Term: The Company shall continue in existence until dissolved by a unanimous vote of the Members or as otherwise provided by Oregon law. 6.2. Liquidation: Upon dissolution, the Company’s assets shall be used to pay creditors, and any remaining balance shall be distributed to the Members in accordance with their capital account balances.

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8. INDEMNIFICATION AND LIABILITY

7.1. Exculpation: No Member or Manager shall be liable to the Company for any loss or damage sustained by the Company unless such loss resulted from gross negligence, fraud, or intentional misconduct. 7.2. Indemnification: The Company shall indemnify each Member and Manager to the fullest extent permitted by Oregon law for any act performed within the scope of their authority.

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9. GOVERNING LAW AND DISPUTE RESOLUTION

8.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon. 8.2. Dispute Resolution: Any dispute arising out of this Agreement shall be submitted to mandatory mediation in [County Name], Oregon. If mediation fails, the dispute shall be resolved via binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

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10. MISCELLANEOUS

9.1. Entire Agreement: This document constitutes the entire agreement between the parties and supersedes all prior understandings. 9.2. Amendments: This Agreement may only be amended by a written document signed by all Members. 9.3. Severability: If any provision is held invalid, the remainder of the Agreement shall remain in full force and effect.

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11. EXECUTION

FOR [COMPANY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [MEMBER / CLIENT NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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12. STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Drafting: Utilize "Find and Replace" (Ctrl+H) in your word processor to populate all bracketed fields. Ensure Schedule A (Members/Percentages) and Schedule B (Capital Contributions) are appended.
2. Verification: Confirm the Company’s name matches the exact name filed with the Oregon Secretary of State. Verify signatory authority—ensure the person signing has the legal capacity to bind the entity.
3. Execution:
   • Print two original hard copies or prepare for digital signature via DocuSign/Adobe Sign.
   • Ensure all Members sign in the presence of a notary public if local real estate holding requires recorded proof of authority.
4. Digital Workflow: If using digital signatures, ensure the platform produces a "Certificate of Completion" with an audit trail (IP address, timestamps).
5. Record Retention: Maintain the signed original in the Company's "Minute Book" or digital corporate records repository. Under ORS 63.771, a copy must be kept at the registered office.
6. Filing: This Agreement is an internal document; it does not need to be filed with the Oregon Secretary of State. However, ensure your annual report reflects current ownership/management status.