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| Be Unique: | Use A Legal Designator: | Stay Honest: |
|---|---|---|
Your name must be distinguishable from all other active names on file with the Oregon Business Registry. Names that are the same as or deceptively similar to existing entities will be rejected. | Your name must include "Limited Liability Company," "LLC," or "L.L.C." Terms that suggest a different entity type, such as "Corporation" or "Inc.", are not permitted for an LLC. | Your name cannot imply services your LLC does not provide, suggest government affiliation, or use restricted words like "bank," "trust," or "insurance" without the required regulatory approvals. |

General Business Information | This section states your LLC's official name as registered with the Oregon Business Registry, your principal business address, and whether the LLC has a perpetual or fixed duration. |
Management Structure | It defines whether the LLC is member-managed or manager-managed, consistent with what you declared in the Articles of Organization. This section specifies who holds signing authority for contracts and major financial commitments. |
Tax Designation | Formally states how the IRS will treat your LLC. For Oregon LLCs, this section should note how the LLC will monitor Oregon commercial activity in relation to the CAT threshold and include a process for voting on future federal or state tax election changes. |
Member Information & Ownership | Lists every member's name, address, ownership percentage, and initial capital contribution. This is the definitive internal ownership document for your LLC. |
Decision Making & Voting | Sets the voting threshold for major business decisions and states whether a simple majority (51%) or a unanimous vote (100%) is required for actions like taking on debt, changing the management structure, or admitting a new member. |
Membership Changes (Buy-Sell) | Outlines what happens when a member wants to leave, sell their interest, or pass away. This section protects business continuity during ownership transitions and prevents disputes from escalating. |
LLC Dissolution | Provides a clear process for winding down the business, settling debts with creditors, distributing remaining assets to members, and filing an Articles of Amendment/Dissolution form with the Oregon Secretary of State Business Registry. |