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ARTICLES OF ORGANIZATION FOR A LIMITED LIABILITY COMPANY
[LIMITED LIABILITY COMPANY’S NAME], L.C.
I, the undersigned natural person am eighteen years or age or older. I am acting in the capacity as an organizer of a limited liability company pursuant to the __________ Limited Liability Company Act. I hereby adopt the following Articles of Organization for a limited liability company.
ARTICLE 1. NAME
1.1 The name of the Limited Liability Company is [LIMITED LIABILITY COMPANY’S Name].
ARTICLE 2. DURATION
2.2 The period of its duration is perpetual unless the company dissolves in accordance with its regulations or by a law stating the maximum time so allowed, whichever time is greater.
ARTICLE 3. PURPOSES
3.1 The purpose for which this limited liability company is organized is to transact any or all lawful business for which limited liability companies may be organized for under the laws of __________ including but not limited to the following:
a. To carry on any business or any other legal or lawful activity allowed by law.
b. To acquire, own, use, convey and otherwise dispose of and deal in real or personal property or any interest therein.
c. To manufacture, buy, sell and generally deal in goods, wares and merchandise of every class and description, both real and personal and tangible.
d. To buy, rent, sell, manufacture, produce, assemble, distribute, repair and service any and all products or services in which the company desires to engage.
e. To do such other things as are incidental to the foregoing or desirable in order to accomplish the purpose for which the company was formed.
f. To have and exercise all rights and powers that are now or may hereafter be granted to a limited liability company by law.
3.2 The foregoing shall be construed as objects, purposes and powers, and enumeration thereof shall not be held to limit or restrict in any manner, the powers hereafter conferred on this limited liability company by the laws of the State of __________.
3.3 The limited liability company may in its Regulations confer powers, not in conflict with law, upon its manager(s) and members in addition to the foregoing and in addition to the powers and authorities expressly conferred upon them by statute.
ARTICLE 4. PRINCIPAL PLACE OF BUSINESS
4.1 The address of the limited liability company’s principal place of business in this state is:
[ Limited Liability Company’s business address].
ARTICLE 5. NAME & ADDRESS OF INITIAL REGISTERED AGENT
5.1 The Name of the Limited Liability Company’s initial Registered Agent is:
[ Name of initial Registered Agent].
5.2 The address of the Limited Liability Company’s initial Registered Office is:
[ Address of initial Registered Office].
ARTICLE 6. MANAGEMENT
6.1 [a manager, managers or its members] shall manage the Limited Liability Company.
6.2 The name(s) and address(es) of the person(s) who are to serve as manager(s) until the first annual meeting of its members or until successors are elected and qualified are:
[ Name(s) and address(es) of the manager(s) or the initial members].
ARTICLE 7. ORGANIZER
7.1 The name and address of the organizer is:
[ Name and address of the organizer].
ARTICLE 8. INDEMNIFICATION
8.1 The limited liability company shall indemnify every manger(s), his or her heirs, executors and administrators, against expenses actually and reasonably incurred by him or her, as well as any amount paid upon a judgment, in connection with any action, suit or proceeding, civil or criminal, to which he or she may be made a party to by reason of having been a manager(s) of this limited liability company.
8.2 This indemnification is being given since the manager(s) will be requested to act by the limited liability company, for and on behalf of the limited liability company’s benefit.
8.3 This indemnification shall not be exclusive of other rights to which the manager(s) may be entitled.
8.4 The manager(s) shall be entitled to the fullest indemnification allowed by the current law or as may be amended hereafter.
8.5 A Manager(s) shall be liable to limited liability company for the following actions:
a. A breach of his or her duty of loyalty to the limited liability company, or its members.
b. An act or omission taken in bad faith and constituting a breach of the Manager’s duty to the limited liability company.
c. To be liable hereunder the manager(s) must have acted in a grossly negligent, malicious or intentional manner as those terms are defined at law.
d. A transaction in which the manager benefits to the detriment of the limited liability company or its members.
e. An action which the manager is liable at law for which an indemnification is not allowed.
Signed on ______________________.
[There is no requirement for notarization, however some attorneys still prefer to have the document notarized.]
State of ____________
County of ____________
This instrument was acknowledged before me on
Signature of officer
Notary’s typed or printed name
My commission expires:
[or Notary’s Stamp]
[Add this provision if the LLC is being organized as a professional limited liability company]
ARTICLE 9. PROFESSIONAL SERVICE
9.1 The company is a professional limited liability company. The professional service that the company shall render is: [state the service i.e. law].
[Optional additional provisions to include in the Articles]
ARTICLE 10. CAPITAL & ADDITIONAL MEMBERS
10.1 Initial capital:
a. The Limited Liability Company will not commence business until it has received [amount] for the issuance of its Certificates of Membership Interest consideration consisting of money, labor done, a promissory note, or property received.
10.2 Additional Capital:
a. Members [shall or shall not] be required to make additional contributions to the capital of the company.
10.3 Additional members:
a. Additional members shall be admitted upon the written consent of ____________ all the members.
ARTICLE 11. VOTING
11.1 Each percentage of membership interest has one (1) vote on each matter on which the membership interest is entitled to vote.
11.2 Cumulative voting is not allowed.
11.3 There are no preemptive rights on behalf of any Member.
ARTICLE 12. INITIAL REGULATIONS
12.1 The initial Regulations will be adopted by the Managers.
12.2 The powers to alter, amend, or repeal the Regulations or adopt new Regulations is vested in the Managers, subject to repeal or change by action of the Members.
ARTICLE 13. MAJORITY VOTING
13.1 With respect to any matter, other than the election of the Managers, for which the affirmative vote of the holders of a specified portion of the membership interest entitled to vote is required by the __________ Limited Liability Company Act, and notwithstanding that such Act may require a portion of the membership interest entitled to vote that exceeds that specified in this Article, the act of the Members on that matter shall be the affirmative vote of the holders of a majority of the membership interest entitled to vote on that matter, rather than the affirmative vote otherwise required by such Act.
ARTICLE 14. COMPANY ACTIONS
14.1 Any action required by the __________ Limited Liability Company Act, and any amendments thereto, shall be taken at any annual or special meeting of Members of the Limited Liability Company.
14.2 Or any action which may be taken at any annual or special meeting of Members of the Limited Liability Company, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of membership interest having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all membership interest entitled to vote on the action were present and voted.
14.3 Any such written consent must be dated, signed and delivered in the manner required by, and shall be effective for the period specified by the __________ Limited Liability Company Act, and any amendments thereto, and the taking of any such action by written consent shall be subject to satisfaction of all applicable requirements of such Act.
14.4 Prompt notice of the taking of any action by Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action.
ARTICLE 15. RESTRICTIONS ON ITS TRANSFERABILITY
15.1 The membership interest of the Limited Liability Company will be subject to restrictions on its transferability as set out in the Regulations of the Limited Liability Company, which Regulations will be kept with the records of the Limited Liability Company.
15.2 The Limited Liability Company will provide a copy of the Regulations without charge to any record holder of a membership interest upon written request addressed to the Limited Liability Company at its principal business office or its registered agent’s address.
ARTICLE 16. CONTINUITY OF BUSINESS
16.1 All of the remaining members of the company may agree to continue the business upon the death, retirement, resignation, expulsion, bankruptcy or other withdraw of a member.