The Oregon Operating Agreement form is a legal document that outlines the management structure and operational procedures of a limited liability company (LLC) in Oregon. This form serves as a foundational tool for business owners, helping to clarify roles, responsibilities, and the distribution of profits among members. By establishing clear guidelines, the Operating Agreement promotes effective governance and minimizes potential disputes.
The Oregon Operating Agreement form is a crucial document for individuals and entities looking to establish a limited liability company (LLC) in the state of Oregon. This form outlines the internal operations of the LLC, detailing the roles and responsibilities of its members, the management structure, and the distribution of profits and losses. By clearly defining the ownership percentages and decision-making processes, the agreement helps prevent misunderstandings and disputes among members. Additionally, it addresses important aspects such as voting rights, meeting protocols, and procedures for adding or removing members. The Operating Agreement also provides guidelines for handling financial matters, including capital contributions and distributions, ensuring that all members are on the same page. Overall, this document serves as a foundational blueprint for the LLC, promoting transparency and stability in its operations.
Oregon Limited Liability Company Operating Agreement
This Operating Agreement (the "Agreement") is made effective as of _________ [insert date], by and among the members whose names and addresses are set forth on Exhibit A attached hereto (each a "Member" and collectively, the "Members"), pertaining to the matters of _________ [insert name of the LLC] (the "Company"), a limited liability company organized under the laws of the State of Oregon.
In consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members agree as follows:
Article 1: Organization
1.1 Formation. The Company was formed as a limited liability company pursuant to the Oregon Limited Liability Company Act (the "Act") upon the filing of the Articles of Organization with the Secretary of State of Oregon.
1.2 Name. The name of the Company shall be "_________ [insert name of the LLC]."
1.3 Principal Place of Business. The principal place of business of the Company shall be "_________ [insert address]," or such other place as the Members may from time to time designate.
1.4 Registered Agent. The Company's registered agent in the State of Oregon is "_________ [insert name of registered agent]," with an address of "_________ [insert registered agent address]."
Article 2: Members
2.1 Membership. The rights and obligations of the Members shall be as provided in the Act and as outlined in this Agreement. The Members are listed on Exhibit A.
2.2 Capital Contributions. Each Member has contributed to the Company's capital as described in Exhibit B attached hereto.
Article 3: Management
3.1 Management of the Company. The management of the Company is vested in the Members. Decisions shall be made by the affirmative vote of Members holding a majority of the membership interests unless otherwise required by the Act or as set forth in this Agreement.
Article 4: Financial Matters
4.1 Books and Records. The Company shall maintain accurate books and records at its principal place of business, including a record of each Member's capital contribution.
4.2 Fiscal Year. The fiscal year of the Company shall end on the last day of December each year.
Article 5: Amendments
5.1 Amendments to the Agreement. This Agreement may be amended only by the written consent of Members holding at least __% of the membership interests of the Company.
Article 6: Dissolution
6.1 Dissolution. The Company may be dissolved in accordance with the Act and upon the consent of Members holding at least __% of the membership interests.
IN WITNESS WHEREOF, the parties have executed this Operating Agreement as of the day and year first above written.
Exhibit A: List of Members
Exhibit B: Capital Contributions
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