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Oregon LLC Operating Agreement Template

An Oregon LLC operating agreement is a document that outlines a company’s ownership, management, rules, and operations. The agreement creates a framework for the LLC’s taxation, distributions of capital, annual reports and meetings, and sets out terms that can protect the members from personal liability. In addition to preventing liability, the completed document establishes the division of ownership, as well as their rights, and responsibilities of the LLC members.

Contents

Types (2)

Single-Member LLC Operating Agreement – An operating agreement for LLCs that have only one (1) member.

Download: PDF, Word (.docx), OpenDocument

 


Multi-Member LLC Operating Agreement – Relays the company rules and regulations agreed to by the members of an LLC with two (2) or more members.

Download: PDF, Word (.docx), OpenDocument

 


Laws


How to File

Step 1 – Find a Unique Business Name

Before forming an LLC, the company members will need to decide on a business name that fulfills state requirements. Entity names are are required to be unique (not already registered in the state) and include one of the following designations:

  • “LLC”
  • “L.L.C.”; or
  • “Limited Liability Company.”

Once a name has been chosen, to verify if the entity name is already registered in Oregon, go to the Business Registry Database webpage, enter the name in the “Business Name” field and click Search for Business Name. If another company has already registered the name, repeat the process until a unique name is found.

Before filing the founding documents of an LLC, a name can be reserved for one hundred twenty (120) days to ensure that the name is not taken in the interim. To reserve a name, complete an Application for Name Reservation and file it by mail with the Secretary of State. Include a $100 check or money order payable to “Corporate Division” to cover the filing fee.


Step 2 – File Articles of Organization/Application for Authority

To create an LLC in Oregon, the company members will need to apply for acceptance by filing the necessary documents with the Secretary of State.  New companies being formed in the state will file as a “Domestic LLC.” If the company is already registered in another state, they will be considered a “Foreign LLC.” The fees and required forms are different for domestic and foreign companies.

Domestic LLC

Foreign LLC

The forms can be filed online through the Oregon Business Registry (requires the creation of an account) or by mail at the below address.

Secretary of State
Corporation Division
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327


Step 3 – Make an LLC Operating Agreement 

While the forms filed with the Secretary of State form the foundation for the LLC’s creation, an operating agreement is an internal document that governs the company’s operations and organization. Unlike the Articles of Organization, it is not legally required. However, an LLC operating agreement is essential in protecting its members from personal liability and internal conflict.

  • Single-Member LLC Operating Agreement
  • Multi-Member LLC Operating Agreement

Step 4 – Apply for Employer ID Number (EIN)

Any company that has two (2) or more members are required to obtain an EIN from the IRS to identify the LLC for federal taxation. Applications can be completed online or by completing the Application for EIN (Form SS-4) and sending it to the address below this paragraph. There is no fee for EIN applications.

Internal Revenue Service
Attn: EIN International Operation
Cincinnati, OH 45999


Step 5 – Annual Report

An Annual Report is a form that an LLC must fill out to provide current information regarding the company, including its members, leadership structure, and finances. Every year following an LLC’s formation, the business will be required to file the Annual Report on the anniversary of the date that the Oregon Secretary of State approved the Articles of Organization. Filing must be completed online.


Resources

Filing Options: Online / By Mail

Costs:

  • Domestic filing fee: $100
  • Foreign filing fee: $275
  • Name reservation: $100
  • Annual report: $100

Forms:

Links: