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Oregon LLC Formation Requirements

Articles of Organization

In any Oregon LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Oregon Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization for your Oregon LLC formation. This information must include:

  • The LLC name
  • The street address and mailing address, if different, of the LLC’s initial registered office
  • The name of its initial registered agent at that office
  • A mailing address to which notices may be mailed until an address has been designated by the LLC in its annual report
  • A statement as to whether the LLC is to be manager-managed
  • The name and address of each organizer
  • The period of the LLC’s duration (this period may be perpetual or for a set amount of time)
  • If a limited liability company is to render professional service or services, as defined in ORS 58.015, the professional service or services to be rendered through the limited liability company
  • Any other provisions for internal regulations which the members elect to set out

Filing

Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the Secretary of State. The filed document must include a signature by one or more individuals 18 years of age and shall indicate the name and title (capacity) of the signatory.

A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.

Additionally, an Oregon LLC formation generally requires inclusion and/or considering of the following:

Operating Agreement

Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.

Membership

A LLC must have one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements: Natural Person or Entity
  • Procedure for Membership: The member may acquire an interest in the LLC:
    • Before the filing of the articles, on the date the articles are filed or the date stated in the cords as the date the person becomes a member
    • After the filing of the articles, upon compliance w/ the articles or operating agreement or if neither provide, then upon consent of a majority of the members
      • For an interest directly from the LLC,
      • For an interest as assignee
    • In the case of an assignee of a membership interest in a limited liability company in which, immediately following the assignment, the limited liability company otherwise would have no members, simultaneously with and upon the assignment of the membership interest

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company.

  • A member may voluntarily withdraw either upon:
    • Event specified in the articles or operating agreement or
    • No less than 6 months prior to giving notice to the LLC unless the articles or operating agreement prohibit the member from doing so
  • A member may not resign from a limited liability company except in accordance with the articles of organization or operating agreement
  • A member may be liable for damages caused by the impermissible withdrawal

Contribution

The contributions of a member to the LLC may consist of cash, property, services rendered, a promissory note or other obligation to contribute cash or property or to perform services.

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