So I formed an Oregon LLC back in January, filed the articles, got my EIN, opened a bank account. Been invoicing clients since March. It just hit me that I never actually wrote an operating agreement. It's a single-member LLC (just me). Am I screwed? Do I need a lawyer or can I just download a template?
LLC Formation
My Oregon LLC has been operating for months without an operating agreement
Oregon doesn't legally require an operating agreement for an LLC. You're not screwed. But you should still have one, especially if you ever want to bring in a partner or sell.
Single member? Honestly I wouldn't stress too much. The bank account and EIN are the big things. An OA is mostly for multi-member situations where people start fighting.
That's reassuring. I guess my main worry is the 'piercing the veil' thing I keep seeing on legal blogs. Like if something goes wrong, does not having one make it easier to come after my personal assets?
The veil piercing fear is way overblown for a one-person shop with no employees and no inventory. Keep your biz and personal finances separate and you're fine. The OA isn't the magic shield.
Mostly agree with grumpybadger, but I'd sill get one. Templates are cheap, and if you ever get sued the other side's lawyer loves pointing at missing formalities. Costs you an afternoon.
lol I ran my LLC for almost two years before I remembered I was supposed to have one. Nothing happened. You're not special, this is basiclly an Oregon small business rite of passage.
Wait, does the OA need to be filed with the state? Or is it just an internal documEnt?
Internal. You don't file it with the Secretary of State. It just sits in your records in case anyone (bank, lawyer, buyer) asks for it.
I'll be the contrarian here. If you ever want a business loan or a real line of credit, banks sometimes ask for your operating agreement. I got asked when I refinanced. So 'not legally required' doesn't mean 'never needed.'
Okay now I'm torn between 'don't bother' and 'do it this weekend.' sasquatch_ledger that's a good point about the bank. I'm not planning on borrowing anytime soon but who knows.
Templates online are fine for a single member. Just make sure it names Oregon as the governing law and says it's a single-member LLC. Don't overthink it.
Or pay a lawyer 300 bucks to look it over once. Either way. Just don't use some random template drafted for a different state and forget to change the state name. I've seen that that happen.
honestly 'sasquatch_ledger' is the best argument in this thread. Also love the username.
Ha, thanks. I only know because I learned the hard way. Banker asked, I had nothing, felt like an idiot.
Also worth noting: if you ever add a second member later, you really want the OA in place place *before* that. Writing one after someone's already in the business is where it gets messy.
Alright, fair. I'll grab a single-member Oregon template this weekend and probably have someone glance at it. Appreciate the reality check, everyone.
Filing mine was the easy part. Remembering I have an LLC at all is the actual challenge.