Docstoc Legal Agreements
This Limited Liability Company (LLC) Operating Agreement outlines the operating
procedures and policies of a single member LLC. An LLC is a flexible business entity that
combines the benefits of a corporation and a partnership, and the operating agreement
defines the member's rights, powers and entitlements. In a single member LLC, an
operating agreement is sometimes used to prove in court that the LLC structure is separate
from the individual member. This operating agreement contains many of the standard
provisions commonly included in LLC operating agreements, and it may be customized to
fit the specific needs of the individual forming the LLC. This document should be used by
individuals located in Oregon when forming a single member LLC.
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SINGLE MEMBER LLC OPERATING AGREEMENT
FOR
______________________________
(the “Company”)
RECITALS:
A. This Limited Liability Company Agreement (the “Agreement”) is made this _____
day of ___________, _______.
B. The sole party to this Agreement, ________________ (the “Member”) is executing
this Agreement for the sole purpose of forming a limited liability company under the Limited
Liability Company Act of the State of Oregon (the “Act”).
1.00 THE COMPANY
1.01 The name of the Company is ____________________ and it was formed on the ____ day
of _______________, _____ under the Act. The rights and liability of the Member with respect
to the management and affairs of the Company and the conduct of the business of the Company
shall be governed by the said Act, except as otherwise provided for herein.
1.02 The registered head office address of the Company shall be _____________________ ,
until such time, as the Member changes it and the required forms are filed with the Secretary of
State of the State of Oregon notifying it of such change of registered head office address.
1.03 The Company was formed for engaging in any lawful business that is permitted under the
said Act.
1.04 The Member shall from time to time execute, file and publish any applications,
certificates or other such documents as may be necessary to comply with the requirements of the
laws of the applicable jurisdiction for the formation and operation of a limited liability company
in such jurisdictions as the Company intends to carry on its business.
1.05 Any and all assets of the Company will be held in the name of the Company and the
Member will not have any right or interest in and to the assets of the Company.
2.00 CAPITAL
2.01 The Member shall make such capital contributions to the Company by way of cash or
real property, as the Member deems necessary and appropriate. The initial capital contribution to
be made by the Member shall be ________________________________.
2.02 The Member shall make any such other capital contributions at any time to the Company,
as the Member deems necessary and appropriate.
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2.03 No interest will be paid on any capital contributions made by the Member.
2.04 Except as provided under the laws of the applicable jurisdiction, any and all debts,
liabilities and obligations of the Company shall be solely those of the Company and the Member,
no officer of the Company shall be held personally liable for such debts, liabilities and
obligations of the Company.
2.05 The Member shall open a capital account for any and all capital contributions made by
the Member to the Company.
3.00 MEMBER
3.01 The sole Member of the Company is _________________, whose address of
____________________.
3.02 The Member will cease to be a Member of the Company in the event of any of the
following:
(i) the death or incapacity of the Member;
(ii) the Member filing for bankruptcy; or
(iii) upon assignment