Oregon Sample LLC Operating Agreement

• Category: Limited Liability Company - Operating Agreements
• State: Multi-State
• Control #: US-0767-WG
• Format: Word; Rich Text

Description

To validly complete the formation of the LLC, members must enter into an Operating Agreement. This operating agreement may be established either before or after the filing of the articles of organization and may be either oral or in writing in many states. Regardless of state requirements, it is preferred practice to have a written operating agreement. If you don't create a written operating agreement, the LLC laws of your state will govern your LLC.

An Oregon Sample LLC Operating Agreement is a legally binding document that outlines the terms and conditions for the operation and management of a limited liability company (LLC) in the state of Oregon. This agreement is crucial for LLC owners as it provides clarity on the roles, responsibilities, and rights of all members involved, ensuring smooth and efficient business operations. The Oregon Sample LLC Operating Agreement typically includes the following key sections: 1. Organization: This section specifies the LLC's name, principal place of business, formation date, and duration of existence if not perpetual. 2. Purpose: It outlines the LLC's primary business activities and objectives. 3. Membership: This section defines the process for admitting new members, the capital contributions required, and the rights and responsibilities of each member. It may also elaborate on membership classes if applicable. 4. Management: It outlines how the LLC will be managed, whether by its members (referred to as member-managed) or by managers appointed by the members (known as manager-managed). The duties, decision-making processes, and authority of managers or members are outlined here. 5. Meetings and Voting: This section explains the procedures for LLC meetings, including notice requirements, quorum, voting rights, and how decisions are made. It may also stipulate super majority voting requirements for significant decisions. 6. Profits, Losses, and Distributions: This section details how profits and losses will be allocated among members, as well as the procedure for distributing profits to members. 7. Transfer of Membership Interest: It defines the process and restrictions, if any, for transferring membership interests to third parties. The rights of first refusal or buy-sell provisions may also be included. 8. Dissolution and Termination: This section outlines the circumstances under which the LLC may dissolve, whether voluntarily or involuntarily. It may also specify the procedure for winding up affairs and distributing assets. There are several variations of Oregon Sample LLC Operating Agreements, including: 1. Single-Member LLC Operating Agreement: This agreement is tailored for LCS with only one member or owner. 2. Multi-Member LLC Operating Agreement: This agreement is suitable for LCS with multiple members. 3. Manager-Managed LLC Operating Agreement: This agreement is specific to LCS where members appoint managers to handle day-to-day operations. 4. Member-Managed LLC Operating Agreement: This agreement is designed for LCS where all members participate directly in the management and decision-making processes. It is important to note that while sample operating agreements can provide a useful starting point for drafting a personalized agreement, it is advisable to consult with a knowledgeable attorney to ensure compliance with Oregon state laws and to address specific circumstances unique to the LLC.