Oregon Multi-Member LLC Operating Agreement Form

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An Oregon multi-member LLC operating agreement is a legal document that may be used by companies who have more than one (1) managing member (contributor); so that they may form the standard operational procedures, to include policies and the outlining of duties and responsibilities of the managing members.

The document is not a requirement within the state, to have the ability to do business within the State lines. The document should be considered, however, as without the completion and filing of the form, the individual members could face the possibility of legal liabilities on behalf of the business, should they be presented with legal claims that are found to be legitimate in a court of law. Should this be the case and should the members have failed to have implemented the document, they may be forced to liquidate their personal assets and financial accounts to pay restitution and/or fines to the courts. It is important to use this document to properly state that the members’ private assets and financials are separate from those of the company. The document would also provide tax options that would be beneficial to the members and the company.

Members should consider, prior to completion, a close review of the document. If the members are not confident that they understand the document entirely, they may wish to consider a collective meeting with an attorney to discuss clarifications and if needed, gain assistance in preparing the document. This document will require notarization and therefore, all members must be prepared to provide a signature before a notary public.

How to Write

Step 1 – Download the document. Provide the company name at the beginning of the form, in the line provided

Step 2 –  The Agreement – Enter:

  • The effective date of the document (mm/dd/yyyy)
  • Full names of the members

Step 3 – The Company – Provide:

Formation –

  • An agreement commencement date (mm/dd/yyyy)
  • Name of  the company
  • A name that will be used while conducting the principal business

Name – Enter the following

  • A business name to be used to conduct the company’s business
  • Purpose – Review the information

Office –

  • Submit the address that is maintained as a location while the performance of the principal of the business shall be maintained

Registered Agent – Enter:

  • The name of the agent initially registered with the company
  • The registered address of the office where the business shall be maintained

Term –

  • Submit the date of commencement in mm/dd/yy format

Read the titles:

  • Names and Addresses of Members
  • Admission of Additional Members

Step 4 – Titled Sections and Subsections– Members must read the following sections and subsections:

  • Capital Contributions – subsections 2.1 through 2.3
  • Allocations of Profits and Losses; Distributions – subsections 3.1 through 3.3
  • Indemnification
  • Powers and Duties of Managers, Section 5.1  – subsections 5.1.1 through 5.3
  • Salaries, Reimbursement and Payment of Expenses – subsections 6.1 through 6.3
  • Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking 7.1 through 7.4
  • Transfer of Membership Interest – 8.1 and 8.2 (subsections 8.2.1 through 8.2.5) – and 8.4 (subsection 8.4.1) – 8.5 (subsections 8.5.1 through 8.5.5)
  • Dissolution – Review 9.1  (subsections 9.1.1 through 9.1.4), also 9.2 (subsections 9.2.1 through 9.2.3)

Step 5 – General Provisions – Read all of the information contained within the following titles:

  • Amendments
  • Governing Law
  • Entire Agreement; Modification
  • Attorney Fees
  • Further Effect
  • Severability
  • Captions
  • Notices

Step 6 – Additional Documents, Member’s Signatures and Acknowledgement – All signatures must be provided before a notary public:

  • Members, enter printed or typed names
  • Members must enter their respective signatures

Listing of Members – Schedule 1 – Submit the following:

  • Enter the company name
  • The date that the list will be effective dd/mm/yy format
  • Each member’s name
  • Member’s addresses
  • Type or print the member’s names
  • The members signatures

Listing of Capital Contributions -Schedule 2 – Enter the following information:

  • The name of the company at the top of the document
  • Members respective names
  • Member’s contribution
  • Members percentages of interest
  • Date the member’s signatures (dd/mm/yy)
  • Print or type members names
  • Member’s signatures

Listing of Valuation of Members Interest – Schedule 3 –Provide:

  • The name of  the company
  • All member’s names
  • The amount of the member’s Valuation Endorsement
  • The date of all members signatures in dd/m/yy format
  • Date of the member’s signatures
  • All Signatures must be submitted in the presence of a notary

Step 7 – Notarization –

  • When the document is completed by the members and the notary public has witnessed and recorded all signatures, the notary will complete the needed information to acknowledge the member’s signatures and affix the notary seal

The members must retain a copy of the document in their personal records.