LIMITED LIABILITY COMPANY OPERATING AGREEMENT
[COMPANY NAME], LLC
An Oregon Limited Liability Company
Effective Date: [DATE]
[// GUIDANCE: Governed by the Oregon Limited Liability Company Act, ORS Chapter 63. Annual reports required with the Secretary of State. Oregon has no general sales tax but imposes a Corporate Activity Tax (CAT) on businesses with Oregon commercial activity exceeding $1 million.]
ARTICLE I - FORMATION
1.1 Formation
The Members form a limited liability company pursuant to the Oregon Limited Liability Company Act, ORS Chapter 63 (the "Act") by filing Articles of Organization with the Oregon Secretary of State.
1.2 Name
[COMPANY NAME], LLC
1.3 Principal Office
[ADDRESS], Oregon [ZIP]
1.4 Registered Agent
Agent: [NAME]
Address: [ADDRESS], Oregon [ZIP]
1.5 Term
Perpetual, unless dissolved.
ARTICLE II - PURPOSE
The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.
ARTICLE III - MEMBERS
See Exhibit A for Members, Capital Contributions, and Percentage Interests.
ARTICLE IV - CAPITAL
Initial Contributions per Exhibit A. Capital Accounts per IRC § 704(b).
ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS
Profits, Losses, and Distributions per Percentage Interests.
ARTICLE VI - MANAGEMENT
☐ MEMBER-MANAGED
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]
ARTICLE VII - TRANSFER RESTRICTIONS
Transfers require [majority/unanimous] consent. Right of First Refusal: [30] days.
ARTICLE VIII - DISSOLUTION
Upon Member consent, judicial dissolution, or Act requirements.
ARTICLE IX - INDEMNIFICATION
Company indemnifies Members/Managers for good faith actions per ORS 63.160.
ARTICLE X - TAX MATTERS
☐ Partnership/Disregarded ☐ S corp ☐ C corp
Partnership Representative: [NAME]
10.1 Oregon Corporate Activity Tax
[// GUIDANCE: Oregon imposes a Corporate Activity Tax (CAT) on businesses with Oregon commercial activity exceeding $1 million. The rate is 0.57% on Oregon commercial activity over $1 million, with a subtraction for certain labor costs.]
ARTICLE XI - MISCELLANEOUS
Governing Law: State of Oregon
EXECUTION
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Contribution | Interest |
|---|---|---|
| [NAME] | $[AMT] | [XX]% |
Governed by Oregon Limited Liability Company Act, ORS Chapter 63.