Oregon Single-Member LLC Operating Agreement

The Articles of Organization must state the LLC's name, registered agent and office, principal office address, organizer information, and whether the LLC is manager-managed (Oregon Revised Statutes 63.047). The Operating Agreement may regulate the LLC's affairs in any manner not inconsistent with Oregon law or the Articles of Organization (Oregon Revised Statutes 63.057); a provision conflicting with the filed Articles does not override them.

An Oregon LLC is member-managed by default; manager-managed status requires an explicit statement in the Articles of Organization itself, not the Operating Agreement alone (Oregon Revised Statutes 63.001, 63.047). In the member-managed default, each member has equal management rights and ordinary-course matters are decided by a majority of members; amending the governing documents, compromising a member's contribution obligation, or consenting to dissolution requires unanimous member consent (Oregon Revised Statutes 63.130).

A member's contribution may consist of cash, property, services rendered, or a promissory note or other obligation to contribute cash, property, or perform services (Oregon Revised Statutes 63.175). The Operating Agreement should state each member's contribution and its agreed value; a member's obligation to make a stated contribution is enforceable even if the member later becomes unable to perform it (Oregon Revised Statutes 63.180).

Unless the Articles of Organization or Operating Agreement provide otherwise, Oregon law allocates profits and losses EQUALLY among all members, not in proportion to capital contributions (Oregon Revised Statutes 63.185). Interim distributions made before dissolution default to being allocated in proportion to each member's right to share in profits (Oregon Revised Statutes 63.195). The Operating Agreement can set a different split.

Absent a contrary agreement, each Oregon LLC member has equal management rights, and an ordinary-course business matter is decided by a majority of the members by headcount, not by capital contribution (Oregon Revised Statutes 63.130). Amending the governing documents, compromising a member's contribution obligation, and consenting to dissolution require unanimous member consent; admitting new members, authorizing interim distributions, and selling substantially all company property require majority member consent.

A member's duty of loyalty may not be eliminated by the Operating Agreement, though the agreement may identify specific activities that do not violate that duty, if doing so is not unconscionable. The duty of care, by default limited to avoiding grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law, may not be unreasonably reduced. The obligation of good faith and fair dealing may not be eliminated, though the agreement may set the standard by which it is measured, if that standard is not unconscionable (Oregon Revised Statutes 63.155).

An assignee of an Oregon LLC membership interest does not automatically become a member. Until admitted as a member, the assignee has only the assignor's right to receive distributions and profit-and-loss allocations to the extent assigned, and may not vote or otherwise participate in management (Oregon Revised Statutes 63.249). An assignment does not bind the LLC until the managers receive reasonable notice and proof of it.

Absent a contrary provision, an Oregon LLC member may voluntarily withdraw on not less than six months' prior written notice to the LLC, unless the Articles of Organization or Operating Agreement expressly eliminate that power (Oregon Revised Statutes 63.205). A member may also be expelled under a written provision in the governing documents or by court order for wrongful conduct that materially harms the LLC's business (Oregon Revised Statutes 63.209).

An Oregon LLC dissolves on the first of: a time or event stated in the Articles of Organization or Operating Agreement, a member vote or consent as the governing documents provide (or unanimous consent if silent), the LLC having no members, administrative dissolution by the Secretary of State, or judicial dissolution (Oregon Revised Statutes 63.621). After dissolution, members or managers retain authority to bind the LLC to acts appropriate for winding up its affairs (Oregon Revised Statutes 63.629); distribution of assets on dissolution is addressed separately at Oregon Revised Statutes 63.625.

An Oregon LLC must maintain, at its registered office or the location its records specify, a current list of members' and managers' names and addresses, its formation documents, copies of its federal, state, and local tax returns for the three most recent years, current operating agreements and financial statements for the preceding three years, and a manager-certified statement of member contributions (Oregon Revised Statutes 63.771). Members may inspect and copy these records on reasonable request, at their own expense, during ordinary business hours.

The Operating Agreement may indemnify a member or manager and limit their liability to the LLC for damages, except no such provision may eliminate liability or provide indemnification for: a breach of the duty of loyalty, an act not in good faith involving intentional misconduct or a knowing violation of law, an unlawful distribution, or a transaction yielding an improper personal benefit to the member or manager (Oregon Revised Statutes 63.160). The LLC's debts and liabilities are otherwise solely its own, not its members' or managers' (Oregon Revised Statutes 63.165).

Unless the Operating Agreement sets a different threshold, amending the Operating Agreement or the Articles of Organization requires the consent of all members (Oregon Revised Statutes 63.130). This is a default rule, not a mandatory one -- the members can lower the threshold if they agree to do so in the Operating Agreement.

The Operating Agreement may provide for the regulation and management of the LLC's affairs in any manner not inconsistent with Oregon law or the Articles of Organization, and may be written or oral (Oregon Revised Statutes 63.057). Where the Operating Agreement is silent, or where a provision would conflict with the Oregon LLC Act or the filed Articles, the Act's default rules and the Articles govern instead.