A Limited Liability Company (LLC) is a separate legal entity that can conduct business just like a corporation with many of the advantages of a partnership. It is taxed as a partnership. Its owners are called members and receive income from the LLC just as a partner would. There is no tax on the LLC entity itself. The members are not personally liable for the debts and obligations of the entity like partners would be. Basically, an LLC combines the tax advantages of a partnership with the limited liability feature of a corporation.
An LLC is formed by filing articles of organization with the secretary of state in the same type manner that articles of incorporation are filed. The articles must contain the name, purpose, duration, registered agent, and principle office of the LLC. The name of the LLC must contain the words Limited Liability Company or LLC. An LLC is a separate legal entity like a corporation.
Management of an LLC is vested in its members. An operating agreement is executed by the members and operates much the same way a partnership agreement operates. Profits and losses are shared according to the terms of the operating agreement.
Title: Oregon Sample Limited Liability Company (LLC) Operating Agreement with Divided Ownership Shares Introduction: An operating agreement is a critical legal document that outlines the rights, responsibilities, and operational guidelines for an LLC. In Oregon, a well-drafted operating agreement is essential for establishing and maintaining an LLC. This article provides a detailed description of an Oregon Sample Limited Liability Company LLC Operating Agreement, specifically focusing on the division of company assets into ownership shares. Furthermore, it highlights various types of operating agreements commonly used in Oregon. 1. Introduction to Oregon Sample Limited Liability Company (LLC) Operating Agreement: The Oregon Sample Limited Liability Company (LLC) Operating Agreement is a legal document that governs the internal affairs of an LLC conducting business in Oregon. It provides a framework for essential aspects such as member contributions, profit distribution, decision-making processes, management, and more. 2. Division of Company Assets into Ownership Shares: The operating agreement defines how company assets are divided among LLC members based on ownership shares. Ownership shares, also known as membership interests, determine the percentage of ownership and the corresponding rights and responsibilities of each member. The operating agreement should clearly outline these provisions to ensure transparency and fairness. 3. Key Components of Oregon Sample LLC Operating Agreement: a. Identification: The agreement must identify the LLC, its principal place of business, and the registered agent responsible for receiving legal documentation on behalf of the LLC. b. Member Contributions: Specify the amount and nature of initial contributions made by each member, be it in the form of cash, property, or services. Additionally, outline the process for admitting new members and their respective contributions. c. Ownership Shares and Capital Accounts: Define the ownership shares for each member, either a fixed percentage or proportionate to initial investment. Establish capital accounts, which track the financial position of each member within the LLC. d. Allocations and Distributions: Detail how profits, losses, and tax liabilities are allocated among members based on their ownership shares. Elaborate on the process for making distributions, both regular and extraordinary. e. Management and Decision-Making: Determine the management structure of the LLC, whether it's member-managed or manager-managed. Outline voting rights, decision-making procedures, and appointment/termination processes for managers, if applicable. f. Transfer of Ownership: Establish the conditions and restrictions for transferring ownership interests between members, including the right of first refusal, transfer approval requirements, and valuation procedures. g. Dissolution and Liquidation: Cover the circumstances resulting in dissolution, the rights and obligations during the winding-up process, and the distribution of remaining assets. Types of Oregon Sample LLC Operating Agreements: — Single-Member LLC Operating Agreement: Designed for LCS with only one owner or member. — Multi-Member LLC Operating Agreement: Intended for LCS with multiple owners or members. — Manager-Managed LLC Operating Agreement: Tailored for LCS where members designate managers to handle day-to-day operations. — Series LLC Operating Agreement: Suitable for LCS with multiple series, allowing for separate assets and liabilities for each series. Conclusion: An Oregon Sample Limited Liability Company LLC Operating Agreement is a vital legal document that ensures the smooth functioning of an LLC while protecting the rights and interests of its members. By clearly defining ownership shares, asset division, and other crucial provisions, an operating agreement establishes the foundation for effective collaboration, decision-making, and overall management.Title: Oregon Sample Limited Liability Company (LLC) Operating Agreement with Divided Ownership Shares Introduction: An operating agreement is a critical legal document that outlines the rights, responsibilities, and operational guidelines for an LLC. In Oregon, a well-drafted operating agreement is essential for establishing and maintaining an LLC. This article provides a detailed description of an Oregon Sample Limited Liability Company LLC Operating Agreement, specifically focusing on the division of company assets into ownership shares. Furthermore, it highlights various types of operating agreements commonly used in Oregon. 1. Introduction to Oregon Sample Limited Liability Company (LLC) Operating Agreement: The Oregon Sample Limited Liability Company (LLC) Operating Agreement is a legal document that governs the internal affairs of an LLC conducting business in Oregon. It provides a framework for essential aspects such as member contributions, profit distribution, decision-making processes, management, and more. 2. Division of Company Assets into Ownership Shares: The operating agreement defines how company assets are divided among LLC members based on ownership shares. Ownership shares, also known as membership interests, determine the percentage of ownership and the corresponding rights and responsibilities of each member. The operating agreement should clearly outline these provisions to ensure transparency and fairness. 3. Key Components of Oregon Sample LLC Operating Agreement: a. Identification: The agreement must identify the LLC, its principal place of business, and the registered agent responsible for receiving legal documentation on behalf of the LLC. b. Member Contributions: Specify the amount and nature of initial contributions made by each member, be it in the form of cash, property, or services. Additionally, outline the process for admitting new members and their respective contributions. c. Ownership Shares and Capital Accounts: Define the ownership shares for each member, either a fixed percentage or proportionate to initial investment. Establish capital accounts, which track the financial position of each member within the LLC. d. Allocations and Distributions: Detail how profits, losses, and tax liabilities are allocated among members based on their ownership shares. Elaborate on the process for making distributions, both regular and extraordinary. e. Management and Decision-Making: Determine the management structure of the LLC, whether it's member-managed or manager-managed. Outline voting rights, decision-making procedures, and appointment/termination processes for managers, if applicable. f. Transfer of Ownership: Establish the conditions and restrictions for transferring ownership interests between members, including the right of first refusal, transfer approval requirements, and valuation procedures. g. Dissolution and Liquidation: Cover the circumstances resulting in dissolution, the rights and obligations during the winding-up process, and the distribution of remaining assets. Types of Oregon Sample LLC Operating Agreements: — Single-Member LLC Operating Agreement: Designed for LCS with only one owner or member. — Multi-Member LLC Operating Agreement: Intended for LCS with multiple owners or members. — Manager-Managed LLC Operating Agreement: Tailored for LCS where members designate managers to handle day-to-day operations. — Series LLC Operating Agreement: Suitable for LCS with multiple series, allowing for separate assets and liabilities for each series. Conclusion: An Oregon Sample Limited Liability Company LLC Operating Agreement is a vital legal document that ensures the smooth functioning of an LLC while protecting the rights and interests of its members. By clearly defining ownership shares, asset division, and other crucial provisions, an operating agreement establishes the foundation for effective collaboration, decision-making, and overall management.
Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.
