The Oregon LLC operating agreement is a legal document that is used to provide the establishment of a company, of any size, their company policies, procedures, relationships among members (when applicable), and other vital aspects of the company.
This document is not a requirement in the State in order to do business. However, all companies must seriously consider the implementation of this document, inasmuch as it provides protections for the members that are needed to avoid personal liability (that would involve possible liquidation of personal assets) in the event of legal claims against the company. The document will create a proper separation between the owner or members and the business. Implementing this form will also allow for added tax benefits that will not be available without the document.
The members/owner should read the document. If the owner/members are comfortable with the language and feel they may complete and file on their own, then they may do so. This being stated, if there would be any question or confusion, they may wish to consider looking to a seasoned attorney who will have the ability to clarify the language and/or provide further assistance with the completion of the form.
Table of Contents
Multi-Member – This form is provided for the use of a company or business that has one (1) or more contributing, managing members.
Single-Member – For use by a sole proprietor, to establish various aspects of their business and to provide separation of the owner’s personal assets and finances from business financials.
Before commencing the LLC filing process, each applicant is encouraged to in the Secretary of State’s records to ensure the availability and uniqueness of the name. The State will reject any submission with a name that is similar or indistinguishable from that of another.
Step 1 – Choose Registered Agent
Each LLC must elect a Registered Agent; a third-party that receives service of process and government filings on the company’s behalf. The Secretary of State demands that the Registered Agent be one of the following:
- Person with residence in Oregon
- Qualified Domestic or Foreign business in Oregon
Step 2 – File Online/Mail
Select your LLC type and filing preference from the following options:
- Domestic LLC – From a new company within Oregon
- File – or Mail
- *Foreign LLC – Expand an existing company, formed outside Oregon
- File – or Mail
*To prove the validity of your Foreign business, you are asked to provide a web-verifiable registry number from the initial jurisdiction or a current Certificate of Existence.
Step 3 – Pay the Fee
A filing fee will be required upon completion of your registration documents; a Domestic LLC costs $100 and a Foreign LLC is $275. If filing online, you will be able to pay the fee with your credit card. Should you choose to file by mail, attach a check made out to the ‘Corporation Division’ and send your filings to the following address:
Secretary of State, Corporation Division, 255 Capitol St. NE, Suite 151, Salem, OR 97310-1327
Step 4 – Operating Agreement
The LLC operating agreement is a legal document that may be drafted by single and multi-member companies for the purpose of establishing policies, management structure, and various other provisions. A document of this nature is not required by law, though it is an essential organizational tool that can aid in the general operation of your LLC.
Step 5 – Employer Identification Number (EIN)
Many important transactions are unavailable to a business without the acquisition of an Employer Identification Number (EIN), such as hiring employees or opening company bank accounts. The EIN is issued by the Internal Revenue Service and it may be obtained for free on their or through the submission of Form SS-4.
Step 1 – After the form has been downloaded, enter the company name into the first line of the form.
Step 2 – Agreement – Provide an effective date for the agreement, in dd/mm/yyyy format – Enter the following:
- Check an applicable box
- Required information
- Single-Member – The company name and the state where the business is located. Provide the owner’s name and business address
- Multi-Member – Provide each member’s name and address
Step 3 – Name and Principal Place of Business – Enter the following:
- Registered name of the company
- Physical address of the business
- The city of the business location
Review all remaining information. Enter any other required information.
- Date the formation of the entity, in dd/mm/yy format
- Review the information within the following titles:
Member Capitol Contributions –
- Check the applicable box
- Single-Members – Review the information
- Multi-Members – Enter each member’s name and enter their contribution amounts
- Check the box that applies
- Single-Members – Read the information
- Multi-Members – Submit respective member’s names. Provide Percentage Interests individually
- Proceed by reviewing the remaining information
Step 4 – Books, Records and Tax Returns –
- Check the appropriate box
- Review the information
Continue by reviewing all of the following titles:
- Bank Accounts
- Management of the Company
- Select and check the applicable box
- Single-Member – Read all information
- Multi-Members – Review
- Submit all appropriate limits agreed upon by the members. Place the limits into the lines provided
Step 5 – Titled Sections – If it’s applicable, check the box – Read the following:
- Meetings of Members – Submit a date for the annual meeting of members in dd/mm/yy format
- Assignment of Interests
- Ownership of Company Property (Sole Proprietors)
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Check the appropriate box and read the information
- Representations of Members
- Certificates Evidencing Membership (Multi-Member) – Provide a company name. Submit an effective date in dd/mm/yyyy format
- Indemnification (Owners)
Step 6 – Signatures – Provide all of the following:
- The document date of execution
- The signature of a company representative
- Members must submit their signatures
Upon completion, the members must receive a copy of the document for their personal records.