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The Oregon LLC operating agreement is a legal document that provides a framework for how a business will run. This recommended (but not required) document allows the member(s) and/or owner(s) to outline responsibilities, identify voting rights, and perform other ownership responsibilities in a multi-member LLC.

From OR Rev Stat § 63.001 (2019):

(25) “Operating agreement” means any valid agreement, written or oral, of the member or members as to the affairs of a limited liability company and the conduct of the limited liability company’s business.

Oregon Operating Agreement Law

Per Sec. 63.077 of the Oregon Revised Statutes:

(1) Unless its articles of organization provide otherwise, the duration of a limited liability company shall be perpetual.
(2) Unless its articles of organization provide otherwise, and subject to the provisions of ORS 63.074 (2), each limited liability company organized under this chapter may:
(a) Sue and be sued, and complain and defend in all courts in its own name;
(b) Purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal in or with real or personal property or any interest in real or personal property, wherever situated;
(c) Sell, convey, mortgage, pledge, create a security interest in, lease, exchange or transfer, and otherwise dispose of all or any part of its property or assets;
(d) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, otherwise dispose of, and otherwise use or deal in or with other interests in or obligations of any other entity;
(e) Make contracts or guarantees, incur liabilities, borrow money, issue its notes or other obligations that may be convertible into other securities of the limited liability company or include the option to purchase other securities of the limited liability company, or secure any of its obligations by mortgage or pledge of any of its property, franchises or income;
(f) Lend money, invest or reinvest its funds, or receive and hold real or personal property as security for repayment of funds so loaned, invested or reinvested;
(g) Be a promoter, incorporator, general partner, limited partner, member, associate or manager of any partnership, joint venture, trust or other entity;
(h) Conduct its business, locate offices and exercise the powers granted by this chapter within or without this state;
(i) Elect or appoint managers, employees or agents of the limited liability company, define their duties, fix their compensation and lend them money and credit;
(j) Make and alter an operating agreement, not inconsistent with its articles of organization or with the laws of this state, for managing its business and regulating its affairs;
(k) Pay pensions and establish pension plans, profit-sharing plans, and benefit or incentive plans for any or all of its current or former managers, members, employees and agents;
(L) Make donations for the public welfare or for charitable, scientific or educational purposes;
(m) Transact any lawful business that will aid governmental policy;
(n) Indemnify a member or manager or any other person as and to the extent not inconsistent with the provisions of this chapter;
(o) Cease its activities and dissolve; and
(p) Have and exercise all powers and do every other act not inconsistent with law which is necessary or convenient to promote and effect any or all of the purposes for which the limited liability company is organized.

Forming an LLC in Oregon

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

To register an LLC, all new formations need a legally registered business name, which must include a variation of LLC, which may be:

  • LLC
  • L.L.C.
  • LC
  • L.C.
  • Limited Liability Company
  • Std. Liability Co.

The name must also be distinguishable or unique from other businesses in the state.

The name may include restricted words that relate to the business type or profession (doctor, attorney, bank), as long as a licensed practitioner is part of the LLC, which may be considered a professional LLC.

The name cannot include government agencies or their abbreviations.

To conduct the name search, use the Oregon Secretary of State Business Registry Search website.

Step 2: Choose Your Registered Agent

To legally accept service of process for your business, an Oregon LLC must appoint a registered agent for the company.

To qualify, an individual agent must:

  • Be 18 years or older
  • Be available during business hours (9am – 5pm local time)
  • Be a resident of the state
  • Have a physical (not a P.O. Box) address in Oregon

Any member of the LLC that fits the requirements may also be the registered agent. When using a registered agent service, the agent must be authorized to do business in Oregon.

Step 3: File Your Formation Articles

In order to legally establish an LLC, you must file articles of formation. These can be filed online or through the mail, but online submissions are processed more quickly.

The type of application you will file depends on whether you’re filing a new business within the state of Oregon (domestic) or expanding out-of-state (foreign).

Domestic LLCs are required to file Articles of Organization.

Online Filing (Domestic):

  • $100 filing fee
  • Turnaround time: Within 1 business day
  • Create an account and submit online

Mailed Filing (Domestic):

  • $100 filing fee
  • Turnaround time: 5-7 business days upon receipt
  • Fill out the form online or after printing and mail to:

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

Foreign LLCs will file an Application for Authority to operate in the state, along with a Certificate of Existence from the state of original formation.

Online Filing (Foreign):

  • $275 filing fee
  • Turnaround time: Within 1 business day
  • Create an account and submit online

Mailed Filing (Foreign):

  • $275 filing fee
  • Turnaround time: 5-7 business days upon receipt
  • Fill out the form online or after printing and mail to:

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

Step 4: Draft an Oregon Operating Agreement

Oregon LLCs are advised to complete an Oregon operating agreement in order to create guidelines for running the business, set expectations for each member’s rights and responsibilities, and to protect the business in the case of legal disputes between members.

While not required to be filed with the state, each member should hold a signed copy.