Is an operating agreement required by law in Oregon?

This page has not confirmed whether Oregon law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Oregon requires, check the website of the state agency that registers LLCs in Oregon, or ask a business attorney licensed in Oregon.

Can I write my own Oregon LLC operating agreement?

Yes, you can write your own Oregon LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Oregon's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Oregon, and consider having a business attorney licensed in Oregon review your draft before the members sign it.

Does my Oregon LLC operating agreement need to be notarized?

This page has not confirmed whether Oregon law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.

What happens if my Oregon LLC doesn't have an operating agreement?

Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Oregon's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Oregon before you draft the agreement.

Can I amend my Oregon LLC operating agreement after it's created?

Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Oregon's LLC law can apply, so check them, or ask an Oregon business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, Oregon uses a separate filing, the Articles of Amendment.

Oregon LLC Operating Agreement: What to Include

What to put in an operating agreement for your Oregon LLC, and how single-member and multi-member agreements differ.

By Edmond Hui · Last updated: October 2026

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Key sections of an Oregon LLC operating agreement, listing the 7 provisions the document should cover. — What an Oregon operating agreement should contain, section by section. Source: Oregon Secretary of State.

State Requirements

Special Rules

Oregon follows the Uniform Limited Liability Company Act but doesn't require operating agreements to be filed with the Secretary of State.

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage, capital contributions, and membership interests. This section establishes who owns what portion of your Oregon LLC and prevents future ownership disputes.

Management structure

Specify whether your LLC is member-managed or manager-managed and outline the roles and responsibilities. Oregon law allows flexibility in management structure, so clearly defining this prevents operational confusion.

Voting rights

Establish voting procedures, quorum requirements, and decision-making processes for major business matters. This ensures smooth operations and prevents deadlocks in multi-member Oregon LLCs.

Profit/loss allocation

Detail how profits and losses will be distributed among members, which may differ from ownership percentages.

Member duties

Define each member's obligations, restrictions on competing businesses, and fiduciary duties. This protects the LLC's interests and ensures all members understand their responsibilities.

Dissolution process

Outline the procedures for dissolving the LLC, including triggering events, asset distribution, and wind-up responsibilities. Having a clear dissolution plan protects members' interests and ensures compliance with Oregon dissolution requirements.

Amendment procedures

Establish how the operating agreement can be modified, including required votes and documentation. This ensures changes to your agreement follow proper procedures and maintain legal validity in Oregon.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether Oregon law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Oregon requires, check the website of the state agency that registers LLCs in Oregon, or ask a business attorney licensed in Oregon.
: Yes, you can write your own Oregon LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Oregon's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Oregon, and consider having a business attorney licensed in Oregon review your draft before the members sign it.
: This page has not confirmed whether Oregon law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.
: Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Oregon's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Oregon before you draft the agreement.
: Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Oregon's LLC law can apply, so check them, or ask an Oregon business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, Oregon uses a separate filing, the Articles of Amendment.

Sources

5 documents

Each entry below is a document recorded in our verified Oregon sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.

Oregon statute: ORS Chapter 63 (Oregon Limited Liability Company Act)
Oregon statute: ORS Chapter 63 (LLC law)
Oregon statute: Oregon Revised Statutes (ORS) Chapter 63 (LLC law)
Oregon statute: Oregon Revised Statutes Chapter 63 (LLC law)
sos.oregon.gov/business/pages/default.aspxOregon Secretary of State: business entity filings

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Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

How we check facts

State Requirements

What to Include in Your Operating Agreement

Ownership & membership

Management structure

Voting rights

Profit/loss allocation

Member duties

Dissolution process

Amendment procedures

Frequently Asked Questions

Sources

More for Oregon LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

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Ready to Form Your Oregon LLC?

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