Oregon LLC Operating Agreement

Use the builder above to fill in the Oregon form online. You can also download the PDF, Word, or OpenDocument file, complete it by hand, and sign it.

Oregon LLC Laws and Definition

Oregon's LLC statute, Or. Rev. Stat. § 63.057, provides for an operating agreement to govern a company's internal affairs. It gives the agreement wide room to set its own terms, with two limits and one point about form, listed below.^[2]

• The agreement may regulate and manage the company's affairs in any manner not inconsistent with law.
• It may not be inconsistent with the articles of organization either.
• It may be in writing or oral.^[2]

The statute's own words are quoted below.

The operating agreement, if any, may provide for the regulation and management of the affairs of the limited liability company in any manner not inconsistent with law or the articles of organization and may be in writing or oral.

Oregon law itself shields members and managers from the LLC's debts. Under ORS 63.165(1), a member or manager is not personally liable for a debt, obligation or liability of the company solely by reason of being or acting as a member or manager.^[1]

What an Oregon Operating Agreement Cannot Change

An Oregon operating agreement cannot do everything. Under ORS 63.155(10)(c), the articles of organization or an operating agreement may not eliminate completely the obligation of good faith and fair dealing. The agreement may still set the standards for measuring how that obligation is performed, if the standards are not unconscionable.^[1]

What Our Oregon Form Covers

Our free Oregon LLC operating agreement template has 15 pages and is made for an LLC with one member and one or more managers. It has 31 numbered sections and three schedules. The list below shows what the main sections cover, so you can use it as a sample of what the document does before you fill it in.

• Company details: the name, the principal business office, and the registered agent (Sections 1 to 3).
• The Member and the purpose of the company (Sections 4 and 6).
• Management structure: a Board of one or more Managers, plus optional Officers (Sections 8 and 9).
• Money: capital contributions, profits and losses allocated to the Member, and distributions (Sections 11 to 14).
• Fiscal year, books, and records (Section 15).
• Limited liability, exculpation, and indemnification (Sections 10 and 17).
• Resignation, admission of additional members, and dissolution (Sections 19 to 21).
• Amendments, effectiveness, and disregarded entity status for federal tax (Sections 27, 30, and 31).

If your LLC will have two or more members, use our multi-member form instead.

How to Fill Out Our Oregon Operating Agreement Form

Our Oregon form is the single-member type of operating agreement for a manager-managed LLC. Fill it in with the builder above, or download the PDF and complete it with the PDF editor or by hand. Work through the parts below in the order they appear on the form. Each step names the part of the form and says what goes in it.

1. Preamble. Enter the company name, the state, and the date. Then add the Member's name, the date the Articles of Organization were filed, and the LLC statute reference where each bracketed prompt asks. The form prints the year 2021 in the date line, so check it.
2. Sections 1 to 3. Repeat the company name in Section 1. Write the principal business office address in Section 2. Enter the registered agent's name and address in Section 3.
3. Section 6, Purposes. Select one box. Either describe the company's business in the blank or select All matters permitted by applicable law.
4. Section 8, Managers. Enter the initial number of Managers. The Managers' names go on Schedule B.
5. Section 8(g), Compensation of Managers. Select one box. The choices run onto page 4.
6. Section 9, Officers. Select whether the Company has no Officers or has Officers. If you choose Officers, write each Officer's role where the form asks.
7. Section 15, Fiscal Year. Enter the date the fiscal year starts and the date it ends.
8. Section 30, Effectiveness. Enter the date the entity was legally formed.
9. Signature block. Sign on the By line as the Member, then print the name and title below it. Sign only after every blank above is filled in. The form has no notary or witness lines.
10. Schedule A, Definitions. Enter the date the entity was formed in the Articles of Organization definition. Leave the other definitions as printed.
11. Schedule B, Member, Managers and Officers. Enter the Member's name and address, for example Anna Baker. Then list the initial Managers and, if Section 9 has Officers, the initial Officers.
12. Schedule C, Initial capital contribution. Describe what the Member contributed to the company on the Insert Description line.

The LLC operating agreement template page lists forms for other states.

Frequently Asked Questions

These answers come from Oregon's LLC statute. They describe what the statute provides, not what your own company must do. For advice about your company, ask a licensed Oregon attorney.

Can I write my own operating agreement for my LLC?

Yes, within limits. Oregon's LLC statute says the operating agreement may provide for the regulation and management of the company's affairs in any manner not inconsistent with law or the articles of organization.^[2]

Can an Oregon operating agreement waive good faith and fair dealing?

Not completely. ORS 63.155(10)(c) does not let the articles of organization or an operating agreement eliminate completely the obligation of good faith and fair dealing. The agreement may determine the standards for measuring how the obligation is performed, if the standards are not unconscionable.^[1]

Can an Oregon LLC operating agreement be oral?

Yes. Under Or. Rev. Stat. § 63.057, an operating agreement may be in writing or oral.^[2] Our form puts the terms in writing.

Other Oregon Forms
Listed below are some other Oregon documents filled out by our users. Try out our step-by-step builder to customize these documents to your needs.

Oregon Last Will Oregon Small Estate Affidavit Oregon Bill of Sale Oregon Power of Attorney Oregon Rental Lease Agreement Oregon Eviction Notice Oregon Promissory Note Oregon Non-compete Agreement Oregon Prenuptial Agreement Oregon Marital Settlement (Divorce) Agreement

General information, not legal or tax advice.

Sources

1. ORS 63.155(10)(c).
2. Or. Rev. Stat. § 63.057.

Jennifer M. Settles

Author & Attorney

With over 25 years of experience as a business and transactional attorney, Jennifer has mastered the craft of closing highly successful deals for her clients. Through her wide-ranging expertise in commercial contracts, real estate transactions, M&A and corporate law, Jennifer secures results that are second-to-none.