Oregon LLC Operating Agreement

Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.

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Oregon rules that this document follows

LLC statuteOregon Limited Liability Company ActSource: ORS ch. 63
Operating agreement required?Not required by statute, but strongly recommended (may be oral; written is far safer)Source: ORS § 63.001(24) (operating agreement may be written or oral)
Formation fee$100.00
Annual report$100.00 — Annual report due by anniversary dateSource: ORS § 63.787
State LLC / franchise taxCorporate activity tax on Oregon commercial activity > $1 million (ORS ch. 317A); minimum $150 excise tax if taxed as corporation
Charging order exclusive remedy (SMLLC)unclearSource: ORS §§ 63.130 (majority of members), 63.195 (distributions per contributions), 63.259 (charging order exclusive remedy)

Rules current as of 2026-09-07. Statutes change; verify before relying on them.

How to use this LLC Operating Agreement in Oregon

Sign the agreement as soon as the LLC is formed and before opening the bank account. Fill Schedule A with actual contributions — the percentages drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly.

Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the articles, EIN letter and annual report receipts.

Frequently asked questions

Is an operating agreement required in Oregon?

Not by statute (ORS § 63.001(24) (operating agreement may be written or oral)). Banks, investors and courts expect a written agreement, and a single-member LLC without one is easier to pierce.

What are the ongoing state fees for an LLC in Oregon?

Annual/periodic report: $100.00 (Annual report due by anniversary date; ORS § 63.787). Corporate activity tax on Oregon commercial activity > $1 million (ORS ch. 317A); minimum $150 excise tax if taxed as corporation.

Does the operating agreement get filed with the state?

No. It is an internal document. Keep the signed original with the Company records; banks and the IRS may ask for a copy.

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FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.