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Oregon LLC Operating Agreement

The Oregon LLC Operating Agreement is the core document that is referred to when issues concerning an Oregon limited liability company (“LLC”) need to be resolved.

The LLC Operating Agreement is the most important document for your Oregon LLC.

In the case of a single member LLC, without the formality of an LLC Operating Agreement, the LLC can closely resemble a sole proprietorship, which does not limit your personal liability for business debts of the LLC.

With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with respect to the affairs and management of the LLC and governs the relationship amongst the members of the LLC. By having an LLC Operating Agreement, the members will be provided with a clear set of rules that all members have agreed upon greatly reducing the likelihood of disagreement between them in the future. A LLC Operating Agreement will also greatly reduce financial and management misunderstandings, and make sure your business is governed by your own rules -- not default rules created by the state of Oregon.

Need a LLC Operating Agreement for your Oregon LLC? will generate a customized LLC Operating agreement for your Oregon LLC in a matter of minutes.

Whether your LLC will have one or more members, will be managed by its members or by elected managers, or will be granting one or more members an interest in the LLC for the performance of services, will generate a customized LLC operating agreement tailored to the needs of your business.

If you don’t want to spend thousands of dollars on a lawyer and don’t trust outdated internet forms, then let help you create a customized LLC operating agreement for your Oregon LLC.


The LLC operating agreement does not have to be filed with any state agency. All states, including the state of Oregon will enforce valid operating agreements entered into among LLC members. The operating agreement will only be enforced against the persons who are parties to the agreement. Therefore, it is extremely important that all members of an LLC sign the operating agreement.

Your Oregon Limited Liability Company

LLC Filing Office

Secretary of State
255 Capital St. NE, Ste 151
Salem, OR 97301-1327
Tel: 503-986-2200
Check Name Availability

Entity or Franchise Level Tax

Oregon does not require partnerships, LLCs taxable as partnerships, or disregarded single-member LLCs to pay a general net worth tax based on net income.

State LLC Act

The Oregon LLC Act is contained in Chapter 63 of the Oregon Statutes
The Oregon LLC Act

Important Statutory Rules

LLC Management

An LLC is managed by its members unless the Operating Agreement states that the LLC is to be managed by one or more managers.

Admission of Members

Unless otherwise provided in the Operating Agreement, new LLC interests must be issued with the consent of a majority of members.  Unless otherwise provided in the Operating Agreement, the admission of a transferee as a member must be approved by the members holding a majority of the capital interests of the LLC.

Amending the Operating Agreement

Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement require approval of all the members.


Unless otherwise specified in the Operating Agreement, unanimous written consent of all members is required to voluntarily dissolve the LLC.

Personal Financial Interest for a Member or Manager

A majority vote of the members is required to sell all LLC assets or approve a transaction in which a member or manager has a personal financial interest.




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