Formation and Governance

We form corporations, limited liability companies, partnerships and limited partnerships for business owners in Eastern Oregon, and we help owners choose among them.

We prepare the articles and file them with the Secretary of State, and we write the documents that govern the business: bylaws and shareholder agreements for a corporation, the operating agreement for a limited liability company, and the partnership agreement for a partnership. These documents set who manages the business, how profits are shared, and how an owner leaves and is paid. We also register assumed business names.

After formation, we prepare the annual reports, minutes and consents the statutes require. When a business closes, we handle the dissolution: the filings, payment of creditors, sale or division of the assets and the final distribution to the owners.

Owner buy-outs and other ownership changes are described under Counsel to Owners.

Services we provide

• Choosing the form of the business
• Forming corporations, limited liability companies and partnerships
• Bylaws, operating agreements and partnership agreements
• Shareholder and buy-sell agreements
• Annual reports, minutes and consents
• Assumed business names
• Dissolution and winding up

Statutes and rules

• ORS chapter 60, Private Corporationsthe Oregon Business Corporation Act: articles, bylaws, shareholders, directors and officers, and shareholder agreements.
• ORS chapter 63, Limited Liability Companiesarticles of organization, the operating agreement, management by members or managers, and the transfer of a membership interest.
• ORS chapter 67, Partnershipsthe general partnership, which exists whenever two people carry on a business for profit together, and the limited liability partnership.
• ORS chapter 70, Limited Partnershipsgeneral partners who manage and are liable, limited partners who invest and are not.
• ORS chapter 648, Assumed Business Namesregistration of a business name other than the owner's own real name; a registration is not an entity.
• ORS 60.621 and following, Dissolution of a corporationvoluntary dissolution proposed by the board and approved by the shareholders, the articles of dissolution, and the winding up and distribution that follow.
• ORS 63.621 and following, Dissolution of a limited liability companythe events that dissolve a company, the winding up of its business, and the order in which its assets are distributed.
• ORS 67.290 and following, Winding up a partnershipthe events that cause dissolution, the authority of a partner after it, and the settlement of accounts among the partners.

Resources

• Oregon Secretary of State, Business Registrywhere every entity and assumed business name is filed, renewed and searched.