Oregon LLC operating agreement

Operating Agreement of ____________________ LLC

A Oregon limited liability company

This Operating Agreement (this “Agreement”) of ____________________ LLC (the “Company”) is made effective ____________________ (the “Effective Date”) by ____________________, the Company's sole member (the “Member”).

Article 1. Formation

1.1 Formation. The Company was formed as a limited liability company under the laws of the State of Oregon by filing its Articles of Organization with the Oregon Secretary of State Corporation Division.

1.2 The Act. “Act” means the Oregon Limited Liability Company Act, as amended from time to time. Where this Agreement is silent, the Act governs. Where the Act lets an operating agreement change one of its rules, this Agreement controls.

1.3 Name. The Company's name is ____________________ LLC. The Company may also do business under any other name chosen by the Member, after filing any assumed-name or fictitious-name registration the law requires.

1.4 Principal office. The Company's principal office is at ____________________, or at any other place chosen by the Member.

1.5 Registered agent. The Company's registered agent and registered office in the State of Oregon are those named in its Articles of Organization, as changed from time to time by a filing with the state.

1.6 Purpose. The Company may carry on any lawful business for which a limited liability company may be formed under the Act.

1.7 Term. The Company began when its formation filing took effect and continues until it is dissolved and its affairs are wound up under Article 7.

Article 2. Member and capital

2.1 Member. The Member is ____________________, who owns all of the membership interests in the Company.

2.2 Contribution. The Member has contributed or will contribute ____________________ to the Company. The Member may contribute more at any time but is not required to.

2.3 Loans. The Member may lend money to the Company on terms approved by the Member. A loan is a debt of the Company, not a capital contribution.

2.4 Limited liability. No Member is personally liable for any debt, obligation or liability of the Company solely because of being a Member. The Company's failure to observe formalities is not a ground for holding any Member personally liable for the Company's obligations.

Article 3. Distributions

3.1 Distributions. The Company distributes cash and other property to the Member at the times and in the amounts decided by the Member.

3.2 Limit. The Company may not make a distribution that would leave it unable to pay its debts as they become due or that the Act otherwise prohibits.

Article 4. Management

4.1 Management by the Member. The Company is managed by the Member, who has full authority to manage its business and affairs and to act for and bind it.

4.2 Officers. The Member may appoint officers with the titles, duties and authority the Member sets, and may remove them at any time.

4.3 Compensation and expenses. No Member is paid for services to the Company unless the Member approves. The Company reimburses reasonable expenses incurred on its behalf.

4.4 Indemnification. To the fullest extent the Act allows, the Company indemnifies the Member against any loss, damage, claim or expense, including reasonable legal fees, incurred because of acting in good faith on the Company's behalf, except for gross negligence, willful misconduct, a knowing violation of law or a breach of this Agreement.

Article 5. Taxes, books and records

5.1 Tax classification. As long as the Company has one member, it is disregarded as an entity separate from the Member for federal income tax purposes, unless the Member elects to have it taxed as a corporation (for example, by filing IRS Form 8832 or, for S corporation status, Form 2553).

5.2 Fiscal year. The Company's fiscal year is the calendar year.

5.3 Books and records. The Company keeps complete and accurate books and records at its principal office, including its formation filing and all amendments, this Agreement, and its tax returns and financial statements for the last three years. The Member may inspect and copy them at any reasonable time.

5.4 Bank accounts. The Company's money is kept in accounts in the Company's name and is never mixed with any Member's own money.

Article 6. Transfers and succession

6.1 Transfers. The Member may transfer all or part of the membership interest. A person who receives the whole interest by a written transfer becomes a member when the transfer takes effect. A person who receives part of it becomes a member only if the Member consents in writing.

6.2 Death or incapacity. If the Member dies or is adjudged legally incapacitated, the Member's personal representative, guardian, heirs or other successors may exercise all of the Member's rights, including the right to continue the Company and to admit a successor as a member, to the extent the Act allows. The Company does not dissolve because of the event if a successor is admitted as a member within the time the Act allows.

Article 7. Dissolution

7.1 Events of dissolution. The Company is dissolved only on the first of these to occur:

(a) the Member's written decision to dissolve it;

(b) the passage of the time the Act allows after the Company stops having any members, unless a member is admitted within that time as the Act provides;

(c) the entry of a court order dissolving it; or

(d) any other event that requires dissolution under the Act despite this Agreement.

7.2 Winding up. After dissolution, the Member winds up the Company's affairs, sells any assets the Member chooses, and files any articles or certificate of dissolution the state requires.

7.3 Order of distribution. The Company's assets are applied in this order:

(a) to creditors, including the Member if a creditor, to pay the Company's debts and liabilities;

(b) to any reserves the Member considers reasonably necessary for contingent or unforeseen liabilities; and

(c) to the Member.

Article 8. General provisions

8.1 Amendments. This Agreement may be amended only in a writing signed by the Member.

8.2 Entire agreement. This Agreement, with Schedule A, is the entire agreement about its subject and replaces any earlier agreement, written or spoken, about it.

8.3 Governing law. This Agreement is governed by the laws of the State of Oregon, without regard to its conflict-of-laws rules.

8.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the rest remains in effect, and the provision is enforced to the greatest extent the law allows.

8.5 Binding effect. This Agreement binds and benefits the Member and the Member's heirs, personal representatives, successors and permitted assigns.

8.6 No rights for creditors. Nothing in this Agreement gives any creditor of the Company or of any Member any right or remedy.

8.7 Notices. Notices under this Agreement are given in writing, including by email.

8.8 Counterparts and electronic signatures. This Agreement may be signed in counterparts, and electronic signatures count as originals.

8.9 Interpretation. Headings are for convenience only. Words in the singular include the plural and the reverse, and “including” means “including without limitation.”

The Member signs this Agreement to be effective on the Effective Date.

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Schedule A. Member

Member and address	Capital contribution	Percentage Interest
____________________	____________________	100%