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The state of Oregon does not require an LLC to have an operating agreement. Nonetheless, it is highly advisable that an LLC create this document because it can protect its members from being held personally liable if it is sued.
A manager-managed LLC can make sense for your business if certain LLC members don't intend to take part in decision making (typically family members or outside investors). If the members choose this option, the members will not have a say in ordinary business decisions designed to help achieve your business' goals.
In a member-managed LLC, members (owners) are responsible for the LLC's day-to-day operations. In a manager-managed LLC, members appoint or hire a manager or managers to run the business. Whoever manages your LLC will be able to open and close bank accounts, hire and fire employees, enter contracts, and take out loans.
A limited liability company (LLC) offers liability protection and tax advantages, among other benefits for small businesses. LLC formation in Oregon is easy. Just follow these six steps, and you'll be on your way. Ready to start your business? Plans start at $0 + filing fees.
Member: A member functions similar to a stockholder of a corporation. The member is still an owner of the LLC but does not necessarily make the hard decisions in regard to its operations. Manager: The manager of the LLC is basically the director. The manager takes care of business operations and the hard decisions.
Managing members of your LLC are required to pay self-employment tax. However, passive members are not subject to this tax. This law is a bit complicated, but if you are an active member, you can expect to pay self-employment tax. If you hire a non-member to manage your business, that person is considered an employee.
The two most important titles to keep in mind within the context of an LLC are members (in a member-managed LLC) and managers/managing members (in a manager-managed LLC), as these two titles indicate who has the duties and obligations of the management of the company as well as the authority to bind the company.