Everything you're agreeing to — the Operating Agreement, the costs, the Oregon licensing path, and the documents — explained in plain language, then signed. Built and run by Pushing Capital.
Great Wheels LLC — an Oregon-licensed, online/wholesale used-vehicle dealership, structured as a joint venture between two member companies. This portal walks the whole agreement top to bottom, then takes your signature at the end.
The governing contract between the two members — how Great Wheels LLC is owned, run, funded, and exited. Each article below is the term, with a plain-language note on what it means for you. Governed by the Oregon LLC Act, ORS Ch. 63.
Great Wheels LLC is organized in Oregon under ORS Ch. 63 with a perpetual term. Its registered office and Oregon registered agent will be designated before filing.
To operate as a licensed Oregon vehicle dealer (buy, recondition, market, and sell used vehicles) and to build a technology-enabled paperwork & document-fulfillment platform — DMV/title, credit, and clerical filings, KYC, notarization, and POA-based agency services — all within applicable law.
Great Wheel Studios LLC contributes the brand/IP (greatwheel.studio) and operating effort. Pushing Capital LLC contributes the technology platform, capital, financing access, and the compliance backbone. Exact contributions and ownership percentages are set on Schedule A.
Pushing Capital is both a service provider and a member. This dual role is disclosed to and accepted by both members; the treatment of PC's fees vs. capital vs. equity is set on Schedule A, on terms both agree are fair.
Member-managed, with Eli Garbarini as Managing Member for day-to-day operations. "Major Decisions" — taking on debt, selling material assets, admitting members, distributions, the annual budget, related-party deals, and dissolution — require both members' approval.
Profits and losses are allocated by ownership percentage. Distributions happen when approved and solvency allows (ORS 63.229). The LLC is taxed as a partnership (Form 1065 + K-1s) unless the members elect otherwise.
Active members' interests may vest over time. No one can sell their stake without consent and a right of first refusal to the other member; a buy-sell governs death, disability, or exit. The platform/technology stays owned or licensed by Pushing Capital; the "Great Wheels" brand by Great Wheel Studios.
Books are kept to Oregon dealer/DMV standards with a live compliance program (UPL/DPPA/GLBA/notary). On a wind-down, creditors are paid first, then members by ownership %. Oregon law governs; amendments must be in writing.
| Member | Contributes | Ownership |
|---|---|---|
| Great Wheel Studios LLC (Eli) | Brand / IP + operations + startup capital | 50% |
| Pushing Capital LLC (David) | Platform + financing + compliance | 50% |
| Total | 100% |
✓ Split finalized at 50 / 50 over a 24-month term — this is the executable version, ready to sign below.
Pushing Capital takes $0 upfront — it's paid through the software (per-transaction + SaaS) and its equity. The only year-one cash is hard third-party cost paid to the state and vendors.
| Item | Paid to | Amount |
|---|---|---|
| OR LLC Articles of Organization | OR Secretary of State | $100 |
| DMV 3-year dealer certificate (incl. 1 plate) | OR DMV | $1,188 |
| +4 wholesale plates (→ 5 total) | OR DMV | $220 |
| $50,000 surety bond — yr 1 (credit-based est.) | Surety | ~$750 |
| 8-hour dealer education course | Approved provider | ~$150 |
| Setup pass-throughs | ~$2,408 | |
| Dealer liability insurance — yr 1 | Carrier (direct) | ~$2,000–4,000 |
| All-in, year one (midpoint) | ~$5,408 | |
| Pushing Capital fee | — | $0 upfront |
Bond premium is set by a surety credit pull — excellent credit ≈ $500/yr, good ≈ $750, fair ≈ $1,500. The DMV certificate includes one plate; we spec five total so several units can move at once.
The operating stack that runs the dealership and the platform. AccuTrade is confirmed at $1,700; the rest are estimates pending vendor quotes (marked ~).
| Tool | Purpose | Monthly | 24-month |
|---|---|---|---|
| AccuTrade | Appraisal / valuation | $1,700 | $40,800 |
| Pushing Capital platform (pushingcap.com) | Core OS — inventory, deals, books, title & history | $1,500 * | $36,000 |
| QuickBooks · Monroney · Central Dispatch | Accounting · stickers · transport | ~$240 | $5,760 |
| AVRS / OR EVR | Electronic title & registration | $75–100/title † | billed to buyer |
| Monthly stack (incl. PC platform) | ~$3,440/mo | ~$82,560 |
* Pushing Capital platform fee — recommended, confirm. † Oregon EVR is a per-title fee charged to the buyer (up to $75 self / $100 via integrator) — a pass-through, not a fixed cost. AccuTrade is the priciest line; lower-cost appraisal tools exist if you want to trim. Optional when the lot scales: CARFAX ~$399–999/mo, CarGurus ~$1,500/mo (both quote-based).
| When | Trigger | Amount |
|---|---|---|
| On signing | To get started | $6,000 |
| At exam | David or Eli passes the dealer exam | $7,500 |
| Total startup capital | $13,500 |
~$5,408 one-time, right away
~$3,440/mo core — paid first, every cycle
remainder split 50 / 50 · David & Eli
The $13,500 covers the launch and roughly the first 10–12 weeks of the core stack (matching the licensing window). After that, the ~$3,440/mo subscriptions are paid first out of car-sale gross profit, and everything above splits 50/50 over the 24-month term.
Great Wheels runs two engines: the dealership itself, and the Pushing Capital platform that powers the paperwork. Here's how each turns activity into revenue — and why Pushing Capital can charge $0 upfront.
Buy, recondition, and sell used vehicles. Each car earns a gross profit (front-end + F&I). After the subscription stack is paid, the remainder is split 50 / 50 between the two members.
Pushing Capital licenses pushingcap.com to run the deals: a per-transaction fee (a small % of volume processed) plus software access. Licensing new dealers onto the platform feeds the same engine.
Beyond the car itself, each transaction generates paperwork, finance, insurance, and compliance work — each its own fee or commission, run automatically by the platform.
| Lane | What it does | How it earns |
|---|---|---|
| Automotive paperwork | Title, transfer, registration, deal jackets | $25–$500 / doc |
| Finance | Auto-loan & credit submission | $299–$499 + lender % |
| Insurance | Policies & coverage placement | 10–15% commission |
| Inspection & valuation | Appraisals, condition reports | per report |
| Transport | Vehicle delivery coordination | per-mile margin |
| Compliance & formation | Dealer-license & entity facilitation, notary | facilitation fee |
| Platform / SaaS | Software access, white-label, integrations | $199–$1,499/mo |
A full retail deal jacket stacks the paperwork fee, a loan-submission fee, the release filing, plus lender and insurance commissions — ~$850+ in platform revenue per car, on top of the car's gross profit and the per-transaction fee.
Dealer-to-dealer (the online/wholesale model Great Wheels launches with): a lighter, faster jacket with no consumer-finance disclosures — lower fee per unit, but higher velocity and no F&I overhead.
Illustrative — figures show how the model earns, not a guarantee of results. Actual revenue depends on volume, mix, and financing rates. Catalog pricing is Pushing Capital's standard schedule and may be quoted per engagement.
An illustrative first-year P&L for the dealership engine at $1,000/week in marketing ($52,000/yr). Three scenarios — what's realistic if things go slow, on-plan, or well. Estimates, not a guarantee.
| Line | Conservative | Base | Optimistic |
|---|---|---|---|
| Cars sold (year 1) | 54 | 72 | 110 |
| Gross profit / car (front + F&I) | $2,400 | $2,900 | $3,400 |
| Gross profit | $129,600 | $208,800 | $374,000 |
| – Marketing ($1k/wk) | –$52,000 | –$52,000 | –$52,000 |
| – Subscriptions (~10 mo @ $3,440) | –$34,400 | –$34,400 | –$37,840 |
| – Launch / state / bond / insurance | –$5,408 | –$5,408 | –$5,408 |
| – Transport / recon / fees buffer | –$12,000 | –$16,000 | –$24,000 |
| Net before tax & owner draws | ~$25,800 | ~$101,000 | ~$254,700 |
| Per member (50 / 50) | ~$12,900 | ~$50,500 | ~$127,400 |
Assumptions: ~3-month licensing ramp → ~9 active selling months; marketing $1,000/wk all year; gross profit = front-end + F&I (finance & insurance) combined; implied marketing cost per sale ~$470–960.
Six steps, in order — each one unlocks the next. The whole thing runs about 8–12 weeks.
File the Oregon LLC Articles ($100) → get the Registry #. Then obtain the LLC's EIN from the IRS (free). Everything downstream keys off the exact legal name + EIN.
Post the $50,000 surety bond, bind dealer liability insurance ($25k/$50k/$20k minimum), and complete the 8-hour dealer education course. These run in parallel once the entity exists.
File Form 735-7178 (online/wholesale exemption — no public retail lot) plus a Medford zoning confirmation for the registered office.
Form 735-370 + bond + insurance + education certificate + 735-7178 + zoning + IDs + Registry # + EIN + the fee, to Oregon DMV in Salem.
Background check and a possible site check, then the dealer number issues.
Licensed Oregon dealer — buy, recondition, and sell, with the Pushing Capital platform running the paperwork.
Everything in the package. The Articles are signature-ready now; the Operating Agreement executes the moment the ownership split is locked.
You've reviewed the whole deal — 50/50, 24 months, the costs and the subscriptions. Open the Operating Agreement, adopt a signature (draw or type), drop it on the signature line, and download your executed copy. Electronic signatures are legally binding under UETA/ESIGN.
Create your signature, then click the document where it goes. The signature line is on the last page.
Electronic signature is legally binding (UETA/ESIGN). Not legal advice.