1. Formation
The Company was formed on [[Formation Date]] by the filing of Articles of Organization with the Oregon Secretary of State in accordance with the Oregon Limited Liability Company Act, Oregon Revised Statutes (ORS) Chapter 63 (the "Oregon LLC Act").
The principal office of the Company shall be located at [[Company Principal Office Address, City, Oregon ZIP]], or such other location as the Members or Managers may designate.
The registered agent and registered office in Oregon are as set forth in the Articles of Organization or as amended from time to time with the Secretary of State.
2. Name and Purpose
The name of the Company is [[Company Legal Name]].
The purpose of the Company is to engage in any lawful business or activity for which limited liability companies may be organized under the Oregon LLC Act, including but not limited to [[Primary Business Purpose, e.g., real estate investment, consulting, software development, or general commercial activities]].
3. Term
The term of the Company shall continue until dissolved in accordance with this Agreement or the Oregon LLC Act.
4. Members and Capital Contributions
The initial Members of the Company and their respective capital contributions, Percentage Interests, and Units are set forth on Schedule A attached hereto and incorporated by reference.
Additional Members may be admitted only upon the affirmative vote or written consent of Members holding at least [[Voting Threshold for New Members, e.g., seventy-five percent (75%)]] of the Percentage Interests and upon such terms as the Members shall determine.
No Member shall be required to make additional capital contributions unless agreed in writing.
Capital accounts shall be maintained for each Member in accordance with Treasury Regulation § 1.704-1(b)(2)(iv) and the principles of the Internal Revenue Code.
5. Percentage Interests and Units
"Percentage Interest" means, with respect to any Member, the percentage ownership interest in the Company set forth opposite such Member's name on Schedule A, as adjusted from time to time.
"Unit" means a unit of membership interest in the Company. The total authorized Units and the number held by each Member are listed on Schedule A.
Percentage Interests and Units shall be adjusted upon admission of new Members, issuance of additional Units, or transfers in accordance with this Agreement.
6. Management Structure
The Company shall be [[Member-Managed OR Manager-Managed]].
If Member-Managed:
The business and affairs of the Company shall be managed by the Members. Decisions shall be made by the vote or written consent of Members holding a majority (or such higher threshold as specified herein) of the Percentage Interests, except for matters requiring Supermajority Approval or Unanimous Approval.
If Manager-Managed:
The business and affairs of the Company shall be managed by one or more Managers appointed by the Members. The initial Manager(s) are: [[Initial Manager Name(s)]].
Managers shall serve at the pleasure of the Members and may be removed and replaced by vote of Members holding a majority of Percentage Interests.
Managers shall have full, exclusive, and complete authority to manage and control the business and affairs of the Company, subject to any limitations set forth in this Agreement or the Oregon LLC Act.
7. Voting and Major Decisions
Ordinary matters shall require approval of Members holding a majority of the Percentage Interests.
The following matters require "Supermajority Approval" (Members holding at least [[e.g., seventy-five percent (75%)]] of Percentage Interests):
- Admission of new Members
- Amendment of this Agreement (except ministerial changes)
- Sale, lease, or disposition of substantially all assets
- Incurring debt in excess of $[[Debt Threshold Amount]]
- Merger, consolidation, or conversion of the Company
- Change in the purpose or line of business
The following require Unanimous Approval of all Members:
- Voluntary dissolution of the Company
- Any act that would make it impossible to carry on the business of the Company
- Confessing a judgment against the Company
8. Allocation of Profits and Losses; Distributions
Profits and losses of the Company shall be allocated among the Members in proportion to their Percentage Interests, unless otherwise required by the Internal Revenue Code or Treasury Regulations (including qualified income offset and minimum gain chargeback provisions under Treas. Reg. § 1.704-1(b) and § 1.704-2).
Distributions of cash or other assets shall be made at such times and in such amounts as the Members (or Managers, if applicable) determine, after reserving such amounts as may be necessary for working capital, reserves, and anticipated obligations.
No distribution shall be made if, after giving effect thereto, the liabilities of the Company would exceed the fair market value of its assets.
9. Tax Classification and Elections
The Members intend that the Company be classified as a [[partnership / disregarded entity / corporation]] for federal and state income tax purposes.
If the Company has more than one Member, the default classification shall be partnership. If single Member, disregarded entity unless election to the contrary is made.
The Company may elect S corporation status under IRC § 1361 by filing Form 2553 if eligible and approved by [[required vote]] of Members.
The Tax Matters Partner or Partnership Representative (as applicable under current law) shall be [[Name of Tax Matters Partner]] or such other person as designated by Supermajority Approval.
10. Transfer of Membership Interests; Right of First Refusal
No Member may transfer, assign, pledge, or otherwise encumber all or any portion of such Member's Units or Percentage Interest without the prior written consent of the other Members, except as provided in this Section 10.
Any proposed transfer (other than to a Permitted Transferee, defined as spouse, lineal descendant, or trust for their benefit) shall first be offered to the Company and then to the other Members on a pro-rata basis pursuant to a right of first refusal.
The transferring Member shall give written notice of the proposed transfer, including all material terms. The Company and remaining Members shall have [[e.g., thirty (30)]] days to elect to purchase on the same terms.
Any transfer in violation of this Agreement shall be void.
11. Drag-Along and Tag-Along Rights
Drag-Along: If Members holding at least [[e.g., seventy-five percent (75%)]] of the Percentage Interests (the "Dragging Members") approve a sale of all or substantially all of the assets or equity of the Company to an unaffiliated third party, all other Members shall be required to participate in the sale on the same terms and conditions.
Tag-Along: If any Member (a "Selling Member") proposes to transfer Units representing more than [[e.g., twenty percent (20%)]] of the total Percentage Interests to a third party, the other Members shall have the right to participate in the sale on a pro-rata basis on the same terms.
12. Dissociation and Withdrawal
A Member may voluntarily withdraw from the Company only upon [[e.g., sixty (60) days]] prior written notice and only if such withdrawal does not violate any agreement or cause material harm.
Upon dissociation, the withdrawing Member shall have only the rights of an assignee of the economic interest unless otherwise agreed or required by the Oregon LLC Act.
A Member shall be dissociated upon death, incapacity, bankruptcy, or expulsion for cause by Supermajority Approval.
13. Dissolution and Winding Up
The Company shall dissolve upon:
- The written consent of all Members;
- Entry of a decree of judicial dissolution;
- The occurrence of an event requiring dissolution under the Oregon LLC Act; or
- Sale of all or substantially all assets and approval of liquidation.
Upon dissolution, the Managers or Members shall wind up the affairs of the Company, pay or provide for all liabilities, and distribute remaining assets in accordance with positive capital account balances and Percentage Interests, after giving effect to all allocations.
14. Indemnification and Limitation of Liability
The Company shall indemnify and hold harmless each Member, Manager, officer, and authorized agent to the fullest extent permitted by the Oregon LLC Act against any and all losses, claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with the business or affairs of the Company, except for acts or omissions involving gross negligence, willful misconduct, bad faith, or breach of fiduciary duty.
No Member or Manager shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member or Manager.
15. Capital Accounts and 704(b) Compliance
Capital accounts shall be maintained in accordance with Treasury Regulation § 1.704-1(b)(2)(iv).
Upon liquidation, distributions shall be made in accordance with positive capital account balances.
The Agreement includes a qualified income offset provision: in the event any Member unexpectedly receives an adjustment, allocation, or distribution described in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4)-(6), items of income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the deficit balance in such Member's capital account as quickly as possible.
Minimum gain chargeback and partner nonrecourse debt minimum gain chargeback provisions are incorporated by reference as required by Treas. Reg. § 1.704-2.
16. Records and Accounting
The Company shall keep at its principal office (or other accessible location) complete and accurate books and records, including:
- A current list of the full name and last known business, residence, or mailing address of each Member and Manager;
- A copy of the Articles of Organization and all amendments;
- Copies of the Company's federal, state, and local income tax returns and reports for the six (6) most recent taxable years;
- Copies of any written operating agreements and all amendments;
- Financial statements for the three (3) most recent fiscal years.
Each Member shall have the right, upon reasonable notice, to inspect and copy the books and records during ordinary business hours.
The fiscal year of the Company shall be the calendar year unless otherwise determined by the Members.
17. Confidentiality
Each Member and Manager agrees to keep confidential all non-public information relating to the Company, its business, customers, trade secrets, financial condition, and operations, except as required by law or with the consent of the Members.
This obligation survives dissociation or dissolution for a period of [[e.g., three (3)]] years, or indefinitely for trade secrets.
18. Deadlock Resolution
In the event of a deadlock on a material matter that cannot be resolved by the required vote after good faith efforts, any Member may initiate the following deadlock resolution procedure:
(a) Mediation by a mutually agreed neutral mediator within [[e.g., thirty (30)]] days;
(b) If unresolved, binding arbitration in [[City]], Oregon under the rules of the American Arbitration Association;
(c) Alternatively, a buy-sell mechanism (Texas Shootout or similar) may be invoked by any Member, whereby one party offers a price and the other elects to buy or sell at that price.
19. Representations and Warranties
Each Member represents and warrants that:
- Such Member has full power and authority to enter into this Agreement and perform obligations hereunder;
- The execution and delivery of this Agreement does not conflict with any other agreement or law binding on such Member;
- Such Member is acquiring Units for such Member's own account for investment purposes and not with a view to distribution.
20. Single-Member Provisions (if applicable)
If at any time the Company has only one Member, the following shall apply:
- The Company shall be treated as a disregarded entity for tax purposes unless election otherwise is made.
- The sole Member shall have all powers of Members and Managers.
- The sole Member shall maintain separateness covenants to preserve limited liability, including separate books, bank accounts, and no commingling of assets.
- The sole Member shall not hold itself out as personally liable for Company obligations.
21. Amendment
This Agreement may be amended only by a written instrument signed by Members holding the percentage of Percentage Interests required for the matter under Section 7, or by unanimous written consent for fundamental changes.
22. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, including the Oregon LLC Act.
Any dispute arising out of or relating to this Agreement shall first be submitted to mediation in [[County]], Oregon, and if unresolved, to binding arbitration administered by AAA in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in [[City]], Oregon. Judgment on the award may be entered in any court having jurisdiction.
23. Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force. The invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the intent of the parties.
24. Entire Agreement
This Agreement, including all Schedules and Exhibits, constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations.
25. Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall have the same force as original ink signatures.
26. Notices
All notices under this Agreement shall be in writing and delivered by certified mail, overnight courier, or email (with confirmation) to the addresses set forth on Schedule A or such other address as a party may designate in writing.
27. Headings and Construction
Headings are for convenience only. References to "Sections" and "Schedules" are to those in this Agreement. The word "including" means "including without limitation."
28. Effective Date and Binding Effect
This Agreement shall become effective upon execution by all initial Members and shall be binding upon and inure to the benefit of the Members and their respective successors, heirs, and permitted assigns.
Template - not professional (legal/financial/medical) advice. This document is a template operating agreement for an Oregon LLC formed under ORS Chapter 63. Tax, capital account, and fiduciary provisions reference federal Treasury Regulations under IRC § 704(b). Members should consult a licensed Oregon business attorney and tax advisor for their specific situation. Provisions should be customized and reviewed for current law as of the execution date. As of 2026.
Schedule A - Members, Contributions, and Interests
| Member Name | Address | Capital Contribution | Percentage Interest | Units |
|-------------|---------|----------------------|---------------------|-------|
| [[Member 1 Full Name]] | [[Address]] | $[[Amount or Property Description]] | [[e.g., 50%]] | [[Number]] |
| [[Member 2 Full Name]] | [[Address]] | $[[Amount or Property Description]] | [[e.g., 50%]] | [[Number]] |
