Oregon allows an LLC operating agreement to be oral, but a member-managed company that leaves key terms unstated can fall back to equal management rights and equal profit-and-loss allocations, regardless of contribution size. A written agreement lets you replace those defaults, set withdrawal and admission rules, and document who controls the business before Chapter 63 fills the gaps.
Choose the version that matches your Oregon LLC structure.
Do Oregon LLCs Need an Operating Agreement?
No. Oregon law refers to an operating agreement “if any” and expressly permits one to be written or oral, so an LLC is not required to adopt a written agreement, file it with the state, or have it notarized. The LLC itself is formed through Articles of Organization, not through the operating agreement.
Oregon currently charges $100 to file domestic LLC Articles of Organization. See the official Oregon Business Registry fee schedule.
Without an agreement setting different rules, Chapter 63 can determine who controls the company, how profits and losses are split, and even how a member can leave.
What Counts as an Oregon Operating Agreement?
“Operating agreement” means any valid agreement, written or oral, of the member or members as to the affairs of a limited liability company and the conduct of the limited liability company’s business.
Oregon defines the operating agreement as the members’ agreement concerning the LLC’s affairs and business. § 63.057 confirms that it may be written or oral, but its terms cannot be inconsistent with Oregon law or the company’s Articles of Organization.
Oregon expressly recognizes both forms. Putting the terms in writing makes ownership, voting, economics, and exit rules much easier to document.
Oregon’s definition covers a “member or members,” and § 63.431(2) specifically gives a sole member authority to adopt, alter, amend, or repeal the operating agreement.
Oregon defines a manager-managed LLC as one designated that way in its Articles of Organization, or whose Articles otherwise expressly provide for management by a manager. The Oregon Secretary of State’s filing instructions likewise require the filer to identify whether members or managers will manage the LLC.
Oregon LLC Default Rules Worth Settling in Writing
Oregon’s fallback rules can affect control, economics, transfers, and a member’s ability to leave. These are five points worth settling expressly in the operating agreement.
In a member-managed LLC, each member has equal management rights. Ordinary business matters are decided by a majority of the members unless the governing documents provide otherwise.
§ 63.130(1)If neither the Articles nor the operating agreement sets an allocation, profits and losses are divided equally among the members, not according to how much each member contributed.
§ 63.185A member may generally withdraw with at least six months’ prior written notice unless the Articles or operating agreement expressly prohibit, limit, or condition voluntary withdrawal.
§ 63.205Unless the governing documents change the rule, amending the operating agreement or Articles requires the consent of all members. Member-approved dissolution also defaults to unanimous consent.
§ 63.130(3)An assignee generally receives the transferred economic rights but not voting or management rights. Admission as a member normally requires majority member consent when the governing documents are silent.
§§ 63.245, 63.249