ARTICLES OF ORGANIZATION of _______________________ LLC The undersigned as Organizer of a limited liability company having two or more members pursuant to the _______ Limited Liability Company Act adopts the following Articles of Organization. 1. Name. The name of the limited liability company is ______________________ LLC. 2. Duration. The Company's period of duration is ________ years from the date of filing these Articles with the __________ Secretary of State unless (a) extended by the Members, (b) sooner dissolved by the Members, or (c) dissolved as upon a statutory event of dissolution. 3. Purpose. This Limited Liability Company is organized for all lawful purposes except banking or insurance. 4. Principal Place of Business. The address of its principal place of business is _________________________________. 5. Registered Agent & Office. The name of its registered agent, whose Consent to Appointment as Registered Agent accompanies these articles, is _________________, and the address of the registered office is ____________________________________. 6. Capitalization. the interests of the Members in the Company will be represented by share certificates evidencing the ownership of shares of the capital of the Company. The issuance of ____________ shares is authorized. The amount of capital which the members have committed to contribute for such shares is an amount of ___________________ Dollars ($____) per share or an aggregate amount of up to _______________ Dollars ($__________), for the issuance of ____ shares, which capital shall be contributed and the corresponding shares issued at such times as may be determined by the Board of Directors. 7. Additional Liability of Members. No capital contributions will be required beyond those allowed and provided in Article 6. 8. Transfer of Interests. A Member's interest in the Company is not subject to transfer. A transfer in violation of this prohibition is not effective.
9. Admission of Additional Members. Additional members will be admitted only with the unanimous consent of all Members upon such terms as are unanimously agreed to by all Members. 10. Amendment of Articles. No amendment to Paragraph 8 will be allowed, otherwise these articles may be amended by a unanimous vote of the Members. 11. Continuity. The remaining Members, if there are two or more, will have the right to continue the business upon the death, resignation, expulsion, bankruptcy or dissolution of a Member or occurrence of any other event which terminates the continued membership of a Member in this limited liability company. The return of capital and the distribution of profits shall be determined from the Company's books by the Board of Directors, based on generally accepted accounting practices, and paid at the direction of the Board as soon as practicable without diminishing the prospects of the Company's ventures and subject to the limitations of state statutes. 12. Management. The business of _______________________ LLC shall be managed and conducted by a board of three directors. The initial members of the Board are: __________________________ __________________________ __________________________ DATED this _____ day of _______, _______. __________________________ [typed name]
CONSENT TO APPOINTMENT AS REGISTERED AGENT I, _________________, accept the appointment as registered agent and state that I am familiar with the duties as agent. DATED this _____ day of __________, ____. __________________________ [typed name]